Common use of Consents and Approvals; No Violations Clause in Contracts

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. Except for the filings set forth on Section 4.3 of the Sub Disclosure Schedule delivered to the Company on or before the date hereof (the "Sub Disclosure Schedule") and the filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange HSR Act (including and the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of MassachusettsDGCL, neither the execution, delivery or performance of this Agreement by the Company Parent or Sub nor the consummation by the Company Parent or Sub of the transactions contemplated hereby will require nor compliance by Parent or Sub with any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby provisions hereof will (ai) conflict with or result in any breach of any provision of the Articles Certificate of Organization Incorporation or By-laws the bylaws of the Company Parent or any of its Subsidiaries, (bii) result in require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the creation part of Parent or imposition of any Liens upon the properties or assets of the Company or any Subsidiaryits Subsidiaries, (ciii) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant toaccelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) contracts, agreements, commitments, instruments and guarantees to which the Company Parent or any of its Subsidiaries is a party party, or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (div) violate any order, writ, injunction, decree, statute, rule or regulation Legal Requirement applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossSubsidiaries, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the any case referred to in any of clauses (c), ii) through (div) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatabove which, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not reasonably be expected to have an result in a material adverse effect on the ability of Parent and Sub to perform their obligations under this Agreement or prevent or delay consummate the consummation of the Offer and/or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) Neither the execution and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders delivery of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation performance by the Company each of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance Parent and Purchaser of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby its obligations hereunder will (ai) conflict with or result in any breach of any provision of the Articles articles of Organization incorporation or By-laws bylaws (or other governing or organizational documents) of Parent or Purchaser, as the Company case may be, or any of its Subsidiaries, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitobligation) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which the Company or any of its Subsidiaries Parent or Purchaser is a party or by which the Company's any of them or any of its Subsidiaries' properties the respective assets used or assets held for use by any of them may be boundbound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (db) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in Governmental Entity to which either Parent or Purchaser is subject, excluding from the case of foregoing clauses (c), ii) and (diii) or (e) for failures to fulfill such requirements, lossesdefaults, forfeituresbreaches, revocationsrights or violations (A) that would not, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of either Parent or prevent Purchaser to consummate the transactions contemplated hereby or delay (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the consummation of the Offer and/or the MergerCompany.

Consents and Approvals; No Violations. Except for filingsas set forth in Section 5.3 of the ARG Disclosure Schedule, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the no filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any Federal, state or local government Governmental Entity or any courtother Person is necessary for the execution and delivery by the ARG Trust of this Agreement or the consummation by the ARG Trust of the transactions contemplated hereby, tribunalexcept where the failure to obtain such permits, administrative agency authorizations, consents or commission approvals or other governmental to make such filings or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")give such notice would not have an ARG Trust Material Adverse Effect. Neither the execution, delivery or and performance of this Agreement by the Company ARG Trust nor the consummation by the Company ARG Trust of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws governing documents of the Company or any of its SubsidiariesARG Trust, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellationcancellation or acceleration, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to result in the loss creation of a material benefitLien on any property or asset of the ARG Trust, or trigger any rights of first refusal) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries ARG Trust is a party or by which the Company's ARG Trust or any of its Subsidiaries' properties or assets may be bound, or (dc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company ARG Trust or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (db) or (ec) above for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches breaches, defaults or defaults thatother occurrences that would not, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the MergerARG Trust Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (including the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing with the SEC and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting 2.6 of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) WWNI Disclosure Schedule no filing with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any Federalcourt or tribunal or administrative, state governmental or local government or any courtregulatory body, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")) is necessary for the execution and delivery by WWNI of this Agreement or the consummation by WWNI of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on WWNI. Neither Except as set forth in Section 2.6 of the WWNI Disclosure Schedule, neither the execution, delivery or and performance of this Agreement by the Company WWNI nor the consummation by the Company WWNI of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Articles of Organization Incorporation or By-laws Bylaws (or similar governing documents) of the Company or any of its SubsidiariesWWNI, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitLien) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries WWNI is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, or (diii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company WWNI or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (dii) or (eiii) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably which would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect on WWNI.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements No Permit of, with or from, any Governmental Entity is required on the Exchange Act part of (including a) AGCO for the filing with the SEC of the Schedule 14D-9 execution and a proxy or information statement relating to any required approval delivery by or meeting of the Company's stockholders AGCO of this Agreement (or any Ancillary Agreements to which it is party and the "Proxy Statement"))performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, except, (2i) as listed on Section 4.4 of the AGCO Disclosure Schedule; (ii) compliance with any applicable requirements of the HSR Act and any non-U.S. Laws listed on Schedule 7.4(d)(i)(B); or (iii) any such Permit, the failure to make or obtain, individually or in the aggregate, would not reasonably be expected to have a JCA Material Adverse Effect. Assuming compliance with the Secretary items described in clauses (i) through (iii) of the Commonwealth of Massachusettspreceding sentence, neither the execution, delivery or and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Ancillary Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby AGCO will (aA) conflict with or result in any breach or violation of any provision of the Articles of Organization or By-laws of the Company or any of its SubsidiariesOrganizational Documents, (bB) result in the creation a breach or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation, acceleration change in terms or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions JCA Material Contract or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (dC) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossAGCO, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of each of clauses (cB) and (C), (d) for breaches or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches defaults, Liens or defaults thatrights that would not reasonably be expected to have, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera JCA Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required underNo filing with or notice to, and other no Permit of or from, any Governmental Entity is required on the part of Trimble or the Company for the execution and delivery by Trimble or the Company, as applicable, of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, except compliance with the applicable requirements of, of the Exchange HSR Act (including the filing and any non-U.S. Laws listed on Schedule 7.4(d)(i)(B). Assuming compliance with the SEC of items described in the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusettspreceding sentence, neither the execution, delivery or and performance of this Agreement by Trimble or the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, Trimble Group or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach breach, violation or infringement of any provision of the Articles Organizational Documents of Organization Trimble or By-laws of the Company or any of its SubsidiariesCompany, as applicable, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiarya breach, (c) except as set forth on Schedule 4.5, result in a violation or breach infringement of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which Trimble or the Company or any of its Subsidiaries Company, as applicable, is a party or by which the Company's or any of its Subsidiaries' respective properties or assets may be bound, bound or (dc) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Trimble or the Company Company, as applicable, or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of each of clauses (b) and (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsbreaches, violations, breaches defaults, Liens, rights or defaults that, individually or in the aggregate, have not had an adverse effect infringements that has not been cured and reasonably would not reasonably be expected to have an adverse effect or (i) prevent or materially delay the consummation any of the Offer and/or transactions contemplated hereby or (ii) materially impair the Mergerability of Trimble or the Company, as applicable, to perform its obligations under this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC None of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor Parent or Purchaser, the consummation by the Company Parent or Purchaser of the transactions contemplated hereby will require any filing with, notice toTransactions, or Permit (as defined in Section 4.11), authorization, consent compliance by Parent or approval of, Purchaser with any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby provisions hereof will (a) conflict with or result in any breach of any provision of the Articles organizational documents of Organization Parent or By-laws the Certificate of the Company Incorporation or any Bylaws of its SubsidiariesPurchaser, (b) result in require any filing by Parent or Purchaser with, or the creation permit, authorization, consent or imposition of approval of, any Liens upon the properties or assets Governmental Entity (except for (i) compliance with any applicable requirements of the Company or any SubsidiaryExchange Act, (cii) except any filings as set forth on may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule 4.5TO, result (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(a) of the Exchange Act as may be required in a violation or breach of, require any notice to any party pursuant toconnection with this Agreement and the Transactions, or constitute (with or without due notice or lapse of time or bothiv) a default (or give rise to any right of termination, amendment, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (such filings and approvals as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be boundrequired by any applicable state securities, blue sky or takeover laws) or (dc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or Parent, any of its Subsidiaries Subsidiaries, or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses clause (c), (db) or (ec) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, such violations, breaches or defaults thatwhich would not, individually or in the aggregate, have not had an adverse effect that has not been cured impair in any material respect the ability of each Parent and reasonably would not be expected Purchaser to have an adverse effect perform its obligations under this Agreement, as the case may be, or prevent or delay the consummation of any the Offer and/or the MergerTransactions.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) Neither the execution and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders delivery of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation performance by the Company Parent or Merger Sub of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby its respective obligations hereunder will (ai) conflict with or result in any breach of any provision of the Articles Certificate of Organization Incorporation or By-laws Bylaws (or other governing or organizational documents) of the Company Parent or any of its SubsidiariesMerger Sub, as applicable, or (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitobligation) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which the Company Parent or any of its Subsidiaries Merger Sub is a party or by which the Company's any of them or any of its Subsidiaries' properties the respective assets used or assets held for use by any of them may be boundbound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (db) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in Governmental Entity to which Parent or Merger Sub is subject, excluding from the case of foregoing clauses (c), ii) and (diii) or (e) for failures to fulfill such requirements, lossesdefaults, forfeituresbreaches, revocationsrights or violations (A) that would not, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or prevent (B) that become applicable as a result of any acts or delay omissions by, or facts specifically pertaining to, the consummation of the Offer and/or the MergerCompany.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1a) Other than as may be required under, and other applicable requirements ofset forth on Section 4.2(a) of the Target Disclosure Letter, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 execution and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by Target do not, the Company nor execution and delivery by Target of the Ancillary Agreements to be executed and delivered by Target as contemplated hereby will not and the consummation by the Company Target of the transactions contemplated hereby and thereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, not result in a violation or breach of, require any notice to any party pursuant toconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration payment or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, or result in the creation of any Lien on any of the properties or assets of Target or any of its Subsidiaries (taken as a whole), except for Permitted Liens, under: (i) any provision of the Organizational Documents of Target or any of its Subsidiaries; (ii) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to Target or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (iii) any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Material Contract to which the Company Target or any of its Subsidiaries is a party party, or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries they or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) is bound except in the case of clauses (c)ii) and (iii) above, (d) or (e) for failures to fulfill requirementssuch violations, lossesfilings, forfeiturespermits, revocationsconsents, diminutionsapprovals, violationsnotices, breaches or defaults that, conflicts which would not individually or in the aggregate, have not had an adverse effect that has not been cured and aggregate be reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect with respect to Target.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other the applicable requirements of, of the Exchange Act (including the filing with the SEC and Laws of the Schedule 14D-9 Cayman Islands, (i) no filing with, and a proxy no permit, authorization, consent or information statement relating to approval of, any required approval by Governmental Entity is necessary on the part of each of Parent or meeting of Merger Sub for the Company's stockholders execution, delivery and performance of this Agreement (by each of Parent and Merger Sub or the "Proxy Statement")), consummation by each of Parent and Merger Sub of the transactions contemplated hereby; and (2ii) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company each of Parent and Merger Sub nor the consummation by the Company each of Parent and Merger Sub of the transactions contemplated hereby will hereby, nor compliance by each of Parent and Merger Sub with any of the provisions hereof shall (A) require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, the consent or approval ofof any other Person pursuant to any Contract binding on each of Parent and Merger Sub or each of their properties or assets, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (aB) conflict with or violate any provision of the organizational documents of each of Parent and Merger Sub, (C) result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute a default (or an event which, with or without due notice or lapse of time or both, would become a default) a default (under, or give rise to others any right rights of termination, amendment, cancellation, acceleration or right of non-renewal cancellation of, or contractually require any prepayment or offer to purchase any debt or give rise to result in the loss creation of a material benefit) underLien on such property or asset of each of Parent or Merger Sub pursuant to, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company Parent or any of its Subsidiaries Merger Sub is a party or by which the Company's Parent or any of its Subsidiaries' properties or assets may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries Merger Sub or any of their respective properties or assets is bound or affected, or (eD) result in the loss, forfeiture, revocation, termination violate any Law or diminution Order applicable to each of Parent and Merger Sub or any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) their properties or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergerassets.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required underNo filing with or notice to, and other applicable requirements no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the Exchange Act (including part of such Seller for the filing with the SEC of the Schedule 14D-9 execution, delivery and a proxy or information statement relating to any required approval performance by or meeting of the Company's stockholders such Seller of this Agreement or the consummation of the Sale and the other transactions contemplated by this Agreement, except (i) compliance with any applicable requirements of the "Proxy Statement"))HSR Act and any applicable Antitrust Laws; or (ii) those the failure of which to make or obtain would not, and (2) individually or in the aggregate, reasonably be expected to impair in any material respect the ability of such Seller to perform its obligations under this Agreement or to prevent or materially delay the consummation of the Sale by such Seller. Assuming compliance with the Secretary items described in clause (i) of the Commonwealth of Massachusettspreceding sentence, neither the execution, delivery or performance of this Agreement by the Company such Seller nor the consummation by the Company such Seller of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of by this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (ax) conflict with or result in any breach or violation of any provision of the Articles respective certificate or articles of Organization formation or By-laws incorporation and bylaws or operating agreement (or similar governing documents) of the Company or any of its Subsidiaries, such Seller; (by) result in the creation a breach or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company or any of its Subsidiaries such Seller is a party or by which the Company's or any of its Subsidiaries' properties or assets such Seller may be bound, ; or (dz) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the losssuch Seller, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of the foregoing clauses (cii) and (iii), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsbreaches, violations, breaches defaults, Liens or defaults thatother rights that would not, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect impair in any material respect the ability of such Seller to perform its obligations under this Agreement or to prevent or materially delay the consummation of the Offer and/or the MergerSale by such Seller.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming (i) the filings required under the HSR Act are made and approvals the waiting period thereunder has been terminated or has expired and (1ii) as may be required under, the filing of the Certificate of Merger and other applicable requirements ofappropriate merger documents, if any, as required by the laws of the State of Delaware, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 execution and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor Parent and Sub and the consummation by the Company Parent and Sub of the transactions contemplated hereby will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of Parent or Sub; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or Sub or by which either of their respective properties or assets may be bound; (3) require any filing with, notice to, or Permit (as defined in Section 4.11), authorizationpermit, consent or approval of, or the giving of any Federalnotice to any governmental or regulatory body, state or local government or any court, tribunal, administrative agency or commission authority; or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a4) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant toconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation or acceleration) under, cancellationor result in the creation of any lien, acceleration security interest, charge or right encumbrance upon any of non-renewal the properties or contractually require assets of the Parent, Sub or any prepayment of their respective direct or offer to purchase any debt or give rise to the loss of a material benefit) indirect subsidiaries under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which the Company Parent or Sub or any of its Subsidiaries their subsidiaries is a party party, or by which the Company's they or any of its Subsidiaries' their respective properties or assets may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) bound except for in the case of clauses (c)3) and (4) above for such filing, (d) permit, consent, approval or (e) for failures to fulfill requirementsviolation, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably which would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Mergertransactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")Offer Documents), and (2) with the Secretary HSR Act, the IBCL or the laws of the Commonwealth of Massachusettsother states in which Parent is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by the Company Parent and Sub nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company Parent and Sub of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the Articles respective certificate or articles of Organization incorporation or By-laws of the Company or any of its SubsidiariesParent and Sub, (bii) result in require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the creation failure to make such filings or imposition of any Liens upon to obtain such permits, authorizations, consents or approvals would not be reasonably expected to prevent or materially delay the properties or assets consummation of the Company or any SubsidiaryOffer and/or the Merger), (ciii) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancelation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which the Company's any of them or any of its Subsidiaries' their properties or assets may be bound, bound or (div) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to the Company or Parent, any of its Subsidiaries subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), iii) and (d) or (eiv) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatthat could not, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and compliance with other applicable requirements of, the Exchange Act (including Act, the Securities Act, state securities or "blue sky" laws, and for the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders recordation of this Agreement (or the "Proxy Statement")), and (2) with Certificate of Merger as required by the Secretary of the Commonwealth of MassachusettsDGCL, neither the execution, delivery or performance of this Agreement by the Company Parent and Sub nor the consummation by the Company Parent and Sub of the transactions contemplated hereby nor compliance by Parent and Sub with any of the provisions hereof will (i) result in any breach or violation of any provision of the memorandum or articles of association or similar organizational documents of Parent or any of its subsidiaries, (ii) require any filing with, notice to, or Permit (as defined in Section 4.11)permit, authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither , except where the executionfailure to obtain such permits, delivery authorizations, consents or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict approvals or to make such filings would not have a Material Adverse Effect with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiariesrespect to Parent, (biii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right increase in the rate of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitinterest) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which the Company's or any of its Subsidiaries' their properties or assets may be bound, bound (da "Parent Agreement") violate any order, writ, injunction, decree, statute, rule or regulation applicable to result in the Company or creation of a Lien upon any of its Subsidiaries or any of their respective the properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) Parent for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches breaches, defaults, or defaults thatrights of termination, amendment, cancellation or acceleration, which would, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect a Material Adverse Effect with respect to Parent or prevent (iv) violate any Law applicable to Parent, any of its subsidiaries or delay the consummation any of the Offer and/or the Mergertheir properties or assets.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements ofof the HSR Act, the Exchange Act (including the no filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, or order of, any FederalGovernmental Entity is necessary for the execution and delivery by either Parent or Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, state except where the failure to obtain such permits, authorizations, consents or local government approvals or any courtto make such filings or give such notice would not, tribunalindividually or in the aggregate, administrative agency be reasonably expected to prevent or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")materially delay the consummation of the transactions contemplated by this Agreement. Neither the execution, delivery or and performance of this Agreement or any Transaction Document by the Company either Parent or Buyer nor the consummation by the Company either Parent or Buyer of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles Governing Documents of Organization Parent or By-laws of the Company or any of its SubsidiariesBuyer, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a material violation or material breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendmentcancellation, cancellationmodification, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitany rights) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation material to Parent and Buyer to which the Company Parent or any of its Subsidiaries Buyer, as applicable, is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (dc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company either Parent or Buyer or any affiliate of its Subsidiaries either Parent or Buyer or any of their respective properties or assets or (e) result in the lossassets, forfeitureexcept, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) and (c)) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatviolations which would not, individually or in the aggregate, have not had an adverse effect that has not been cured and be reasonably would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Mergertransactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for filingsAssuming the Consents from Governmental Entities and third parties set forth on Section 4.03 of such Parent’s Disclosure Letter have been obtained, permits, authorizations, consents the execution and approvals (1) as may be required underdelivery of any Transaction Documents by such Contributed Subsidiary to which it is a party, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company such Contributed Subsidiary of the transactions contemplated hereby Contemplated Transactions, do not and will require any filing with, notice to, not (i) violate or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles its articles of Organization incorporation, bylaws, certificate of formation or By-laws limited liability company agreement, as applicable, or any other governing or organizational documents of the Company such Person, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to such Contributed Subsidiary or by which any of its SubsidiariesAssets may be bound, (biii) result in the creation require any Governmental Approval, or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (civ) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant toconflict with, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, amendmentcancellation or acceleration, or result in the creation of any Lien upon any of its respective Assets or gives rise to any obligation, right of termination, cancellation, acceleration or right increase of non-renewal any obligation or contractually require any prepayment or offer to purchase any debt or give rise to the a loss of a material benefit) benefit under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be boundContract, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except excluding in the case of clauses (c)ii) through (iv) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsconflicts, violations, breaches or defaults thatbreaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations, increases in obligations, losses of benefits and creations and impositions of Liens which would not reasonably be expected to be, individually or in the aggregate, have not had an materially adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergersuch Contributed Subsidiary’s Business.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1a) as may be required under, and other applicable requirements ofAssuming the Governmental Approvals set forth on Section 2.03 of the Seller Disclosure Letter have been obtained, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 execution and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders delivery of this Agreement (and the "Proxy Statement"))Ancillary Agreements by Seller and, if applicable, its Subsidiaries, and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company Seller and, if applicable, its Subsidiaries of the transactions contemplated hereby and thereby do not and will require any filing with, notice to, not (i) violate or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of their respective certificates or articles of incorporation, bylaws or code of regulations (or the Articles comparable governing documents), (ii) violate or conflict with any Law or Order of Organization or By-laws of the Company any Governmental Authority applicable to Seller or any of its Subsidiaries, (b) result in the creation Subsidiaries or imposition by which any of any Liens upon the their respective properties or assets of the Company or any Subsidiarythat will be Conveyed to Acquiror, (ciii) except as set forth on Schedule 4.5require any Governmental Approval, or (iv) result in a violation or breach of, require any notice to any party pursuant toconflict with, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, amendmentcancellation or acceleration, or result in the creation of any Security Interest upon any of the material properties or assets of Seller or its Subsidiaries that will be Conveyed to Acquiror, or give rise to any obligation, right of termination, cancellation, acceleration or right increase of non-renewal any obligation or contractually require any prepayment or offer to purchase any debt or give rise to the a loss of a material benefit) benefit under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be boundRochas Material Contract, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except excluding in the case of clauses (c)ii) through (iv) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsconflicts, violations, breaches breaches, defaults, rights of terminations, cancellations, accelerations, creations and impositions of Security Interests, increases or defaults thatlosses which would not reasonably be expected, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not to be expected material to have an adverse effect or prevent or delay the consummation of the Offer and/or the MergerRochas Business.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the The execution, delivery or and ------------------------------------- performance of this Agreement and the Seller's Agreements by the Company nor Seller and the consummation by the Company Seller of the transactions contemplated hereby and thereby will require any filing withnot, with or without the giving of notice to, or Permit (as defined in Section 4.11), authorization, consent the lapse of time or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will both: (a) violate, conflict with with, or result in any a breach of or default under any provision of the Articles charter or bylaws of Organization Seller; (b) violate any statute, ordinance, rule, regulation, order, judgment or By-laws decree of the Company any court or of any governmental or regulatory body, agency or authority applicable to Seller or by which any of its Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, may be bound; (c) except require any filing by Seller with, or require Seller to obtain any Permit of, or require Seller to give any notice to, any governmental or regulatory body, agency or authority other than as set forth on Schedule 4.54.3 attached hereto; or (d) other than as set forth on Schedule 4.3 attached hereto, result in a violation or breach by Seller of, require any notice to any party pursuant toconflict with, or constitute (with or without due notice or lapse of time or both) a default by Seller (or give rise to any right of termination, amendment, cancellation, acceleration payment or right acceleration) under or result in the creation of non-renewal or contractually require any prepayment or offer to purchase Encumbrance upon any debt or give rise to of the loss of a material benefit) under, Assets under any of the terms, conditions conditions, or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, Permit, Contract, Lease or other instrument or obligation to which the Company Seller is a party, or by which it or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets Assets may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (cb), (c) and (d) or (e) of this Section 4.3, for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, such violations, breaches or defaults thatconsents, individually or breaches, defaults, terminations and accelerations which in the aggregate, have not had an adverse effect that has not been cured and reasonably aggregate would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by Parent and Sub do not, and the Company nor performance by Parent and Sub of this Agreement and the consummation by the Company Parent and Sub of the transactions contemplated hereby will require any filing withnot, notice to, (i) contravene or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any a violation of breach of of, any provision of the Articles certificate of Organization incorporation or Byby-laws of the Company Parent or any of its SubsidiariesSub, in each case, as currently in effect, (bii) result assuming compliance with the matters referred to in the creation Section 6.4(iv)(A)-(C), require any consent by any Person under, contravene or imposition of any Liens upon the properties conflict with or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation or acceleration), cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) consent, under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company's any of them or any of its Subsidiaries' their properties or assets may be is bound, or result in the creation of any Lien in or upon any of the properties, rights or assets of Parent or Sub, (diii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company or Parent, any of its Subsidiaries or any of their respective properties or assets assets, or (eiv) result other than in connection with or compliance with (A) the lossHSR Act and other Antitrust Laws, forfeiture(B) Nasdaq Rules and listing standards, revocationand (C) the Exchange Act and the Securities Act, termination require on the part of Parent or diminution of Sub any Permit (as defined in Section 4.11) filing or registration with or notification to, or require Parent to obtain any authorization, consent or approval of, any Governmental Entity, except in the case of clauses (cii), (diii) or and (e) iv), for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not reasonably be expected to be material, individually or in the aggregate, have not had an adverse effect that has not been cured to Parent and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergerits Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (i) The execution and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by Acquiror or Merger Subsidiary does not, and the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby Acquiror or Merger Subsidiary’s obligations hereunder will not, (aA) conflict with or violate the Acquiror Declaration of Trust or Acquiror Bylaws, the certificate of formation or limited partnership agreement of Acquiror OP or the certificate of trust or declaration of trust of Merger Subsidiary, (B) assuming that all consents, approvals, authorizations and other actions described below in subsection (ii) have been obtained and all filings and obligations described below in subsection (ii) have been made, conflict with or violate any Law applicable to Acquiror, Acquiror OP or Merger Subsidiary or by which any of its properties or assets is bound or affected, or (C) result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute a default (or an event which, with or without due notice or lapse of time or both, would become a default) a default (under, or give rise to others any right rights of termination, amendment, cancellation, acceleration or right of non-renewal cancellation of, or contractually require any prepayment or offer to purchase any debt or give rise to result in the loss creation of a material benefit) under, any of the terms, conditions Lien or provisions of any Commitment (as defined in Section 4.10) to which the Company or other encumbrance on any of its Subsidiaries properties or assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which it is a party or by which the Company's it or any of its Subsidiaries' properties or assets may be boundis bound or affected, (d) violate any orderexcept, writ, injunction, decree, statute, rule or regulation applicable with respect to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (cB) and (C), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsany such conflicts, violations, breaches breaches, defaults or defaults that, individually or in the aggregate, have not had an adverse effect other occurrences that has not been cured and reasonably would not be expected to have an adverse effect or (x) prevent or delay the consummation of the Offer and/or the MergerTransaction or otherwise prevent it from performing its obligations under this Agreement or (y) have an Acquiror Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act (including Act, the filing with the SEC of the Schedule 14D-9 and a proxy HSR Act, state securities or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement"))blue sky laws, and (2) with the Secretary DGCL, none of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor Parent or Acquisition Sub or the consummation by the Company Parent or Acquisition Sub of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby Transactions will (a1) conflict with or result in any breach of any provision of the Articles respective articles of Organization association or By-laws bylaws or similar organizational documents of the Company Parent or any of its SubsidiariesAcquisition Sub, (b2) result in the creation require any filing with, or imposition of permit, authorization, consent or approval of, any Liens upon the properties or assets of the Company or any SubsidiaryGovernmental Entity, (c3) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Parent, or any of its Subsidiaries or Acquisition Sub is a party or by which the Company's any of them or any of its Subsidiaries' their respective properties or assets may be bound, or (d4) violate any order, writ, injunction, decreeOrder, statute, rule or regulation applicable to the Company or Parent, any of its Subsidiaries or any of their respective properties or assets or (e) result in assets, except, with respect to the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of foregoing clauses (c2), (d3) or and (e) for failures to fulfill requirements4), losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatas could not reasonably be expected to, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not a Parent Material Adverse Effect. Except as set out in the Parent Disclosure Schedule, there are no third party consents or approvals required to be expected obtained under the Parent Agreements prior to have an adverse effect or prevent or delay the consummation of the Offer and/or Transactions, except where the Mergerfailure to obtain such consents or approvals could not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act (including Act, state securities or blue sky laws, the HSR Act, the filing with and recordation of a certificate of merger and a certificate of designations relating to the SEC Parent Series A Preferred Stock as required by the DGCL, and as otherwise set forth in Section 4.6 of the Schedule 14D-9 and a proxy Parent Disclosure Schedule, no filing with or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any FederalGovernmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the transactions contemplated hereby, state except where the failure to obtain such permits, authorizations, consents or local government approvals or any courtto make such filings or give such notice would not reasonably be expected to have, tribunalindividually or in the aggregate, administrative agency or commission or other governmental or other regulatory authority or agencya Material Adverse Effect on Parent. Except as set forth in Section 4.6 of the Parent Disclosure Schedule, domestic, foreign or supranational (a "Governmental Entity"). Neither neither the execution, delivery or and performance of this Agreement by the Company Parent or Merger Sub nor the consummation by the Company Parent or Merger Sub of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the Articles respective certificate or articles of Organization incorporation or By-laws bylaws (or similar governing documents) of the Company Parent or any of its Subsidiariessubsidiaries, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitLien) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries subsidiaries is a party party, including, without limitation, station affiliation agreements, or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries them or any of their respective properties or assets may be bound, or (eiii) result in the lossviolate any Law applicable to Parent or any of its subsidiaries or any of their respective properties or assets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (dii) or (eiii) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatwhich would not reasonably be expected to have, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected a Material Adverse Effect on Parent. No rights of first refusal or first offer, preemptive rights or similar rights of participation are applicable to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergertransactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for the filings as set forth in Section 4.3 of the Parent Disclosure Schedule and except for the filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including Act, the filing with laws of any foreign jurisdiction, state securities or blue sky laws and the SEC TBCA, none of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by Parent or the Company nor Purchaser, the consummation by Parent or the Company Purchaser of the transactions contemplated hereby will require Transactions or compliance by Parent or the Purchaser with any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby provisions hereof will (ai) conflict with or result in any breach of any provision of the Articles respective certificate of Organization incorporation or Byby-laws of Parent or the Company or any of its SubsidiariesPurchaser, (bii) result in the creation require any filing with, or imposition of permit, authorization, consent or approval of, any Liens upon the properties or assets of the Company or any SubsidiaryGovernmental Entity, (ciii) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries or the Purchaser is a party or by which the Company's any of them or any of its Subsidiaries' their respective properties or assets may be bound, or (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or Parent, any of its Subsidiaries or any of their respective properties or assets or (e) result in assets, excluding from the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of foregoing clauses (cii), (diii) or and (eiv) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, such violations, breaches or defaults thatwhich would not, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Advisers Act, the Exchange Act (including Act, the filing with Securities Act, the SEC rules and regulations of the Schedule 14D-9 NASD, the HSR Act, state securities or Blue Sky laws, Delaware Law and a proxy or information statement relating to any required approval by or meeting California Law, none of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor E*TRADE, the consummation by the Company E*TRADE of the transactions contemplated hereby will or compliance by E*TRADE with any of the provisions hereof shall (i) conflict with or result ing any breach of any provision of the Certificate of Incorporation, the Bylaws or similar organizational documents of E*TRADE, (ii) require any filing with, notice to, or Permit (as defined in Section 4.11)permit, authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (biii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) material agreement or contract to which the Company or any of its Subsidiaries E*TRADE is a party (the "E*TRADE Agreements"), or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company E*TRADE, any to which E*TRADE is a party or by which any of its Subsidiaries or any the assets of their respective properties or assets or (e) result in it is bound, excluding from the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of foregoing clauses (cii), (diii) or and (eiv) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, such violations, breaches or defaults thatwhich would not, individually or in the aggregate, have not had an a material adverse effect that has not been cured on E*TRADE and reasonably would not its Subsidiaries, taken as a whole. There are no third party consents or approvals required to be expected obtained under any of E*TRADE Agreements prior to have an adverse effect or prevent or delay the consummation of the Offer and/or transactions hereunder, except for such consents and approvals the Mergerfailure of which to be obtained would not, individually or in the aggregate, have a material adverse effect on E*TRADE and its Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the Consents from Governmental Entities and approvals (1) as may be required under, and other applicable requirements ofthird parties set forth on Section 3.03 of such Parent’s Disclosure Letter have been obtained, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 execution and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders delivery of this Agreement (and the "Proxy Statement"))other Transaction Documents by such Parent to which it is a party, and (2) with the Secretary consummation of the Commonwealth of Massachusetts, neither the execution, delivery Contemplated Transactions by such Parent do not and will not (i) violate or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles its articles of Organization incorporation, bylaws, certificate of formation or By-laws limited liability company agreement, as applicable, or any other governing or organizational documents of the Company such Parent, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to such Parent or by which any of its SubsidiariesAssets may be bound, (biii) result in the creation require any Governmental Approval, or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (civ) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant toconflict with, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, amendmentcancellation or acceleration, or result in the creation of any Lien upon any of its Assets or give rise to any obligation, right of termination, cancellation, acceleration or right increase of non-renewal any obligation or contractually require any prepayment or offer to purchase any debt or give rise to the a loss of a material benefit) benefit under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be boundContract, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except excluding in the case of clauses (c)ii) through (iv) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsconflicts, violations, breaches or defaults thatbreaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations, increases in obligations, losses of benefits and creations and impositions of Liens which would not reasonably be expected to be, individually or in the aggregate, have not had an materially adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergersuch Parent’s Business.

Consents and Approvals; No Violations. Except for filingsas set forth on Schedule 4.2, permits, authorizations, consents assuming the truth and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC accuracy of the Schedule 14D-9 representations and a proxy warranties of Buyer set forth in Section 5.4, no notice to, filing with, or information statement relating to authorization, consent or approval of any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither Governmental Entity is necessary for the execution, delivery or performance of this Agreement by the Company nor Seller or the consummation by the Company Seller of the transactions contemplated hereby will require hereby, except for (i) compliance with and filings under the HSR Act, (ii) those the failure of which to obtain or make would not, individually or in the aggregate, interfere in any filing with, notice tomaterial respect with Seller’s ownership of the Shares, or Permit otherwise prevent or materially delay the Closing and (iii) those that may be required solely by reason of Buyer’s (as defined opposed to any other third party’s) participation in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")the transactions contemplated hereby. Neither the execution, delivery or and performance of this Agreement by the Company each Transaction Document to which Seller is a party nor the consummation by the Company Seller of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its SubsidiariesSeller’s Governing Documents, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant toor cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) material agreement to which the Company or any of its Subsidiaries Seller is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (dc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except Governmental Entity having jurisdiction over Seller, which in the case of any of clauses (b) and (c)) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatwould not, individually or in the aggregate, have not had an a material adverse effect that has not been cured and reasonably would not be expected to have an adverse effect on Seller’s ownership of the Shares, or otherwise prevent or materially delay the consummation of the Offer and/or the MergerClosing.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) The -------------------------------------- execution and approvals (1) as may be required under, delivery by Parent and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders Sub of this Agreement (the "Proxy Statement"))do not, and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company each of Parent and Sub of the transactions contemplated hereby and compliance by each of Parent and Sub with the provisions hereof will require not: (x) violate any filing withof the provisions of the certificate of incorporation or by-laws of Sub or the comparable governing documents of Parent, notice to, or Permit (as defined y) subject to the governmental filings and other matters set forth in Section 4.115.3(b), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with violate or result in any a breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any obligation, right of termination, amendment, cancellation, acceleration or right increase of non-renewal any obligation or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) benefit under, or require the consent of any Person under, any of the termsnote, conditions bond, mortgage, indenture or provisions of any Commitment (as defined in Section 4.10) other agreement, permit, concession, franchise, license, arrangement or other instrument or undertaking to which the Company Parent or any of its Subsidiaries (including Sub) is a party or by which the Company's Parent or any of its Subsidiaries' properties Subsidiaries (including Sub) or any of their respective assets may be boundis bound or affected or (z) subject to the governmental filings and other matters referred to in Section 5.3(b), (d) violate any domestic or foreign law, rule, regulation, order, writ, judgment, injunction, decree, statute, rule determination or regulation award applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossSub, forfeiturewhich, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c)y) and (z) above, (d) or (e) for failures would reasonably be expected to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thathave, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected a Material Adverse Effect on the ability of Parent or Sub to have an adverse effect perform their respective obligations under this Agreement or prevent or delay to consummate the consummation of the Offer and/or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act (including Act, state securities or blue sky laws, the HSR Act, and the filing with the SEC and recordation of the Schedule 14D-9 and a proxy or information statement relating to any Certificate of Merger as required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any DGCL, no filing with, with or notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any FederalGovernmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, state except where the failure to obtain such permits, authorizations, consents or local government approvals or any court, tribunal, administrative agency to make such filings or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (give such notice would not have a "Governmental Entity")Material Adverse Effect on Parent. Neither the execution, delivery or and performance of this Agreement by the Company Parent or Acquisition nor the consummation by the Company Parent or Acquisition of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the Articles respective Certificate of Organization Incorporation or By-laws Bylaws (or similar governing documents) of the Company Parent or Acquisition or any of its Parent's Subsidiaries, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitLien) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Parent or Acquisition or any of its Parent's Subsidiaries is a party or by which the Company's any of them or any of its Subsidiaries' their respective properties or assets may be bound, bound or (diii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company Parent or Acquisition or any of its Parent's Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (dii) or (eiii) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably which would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect on Parent.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement"))HSR Act, and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any no filing with, notice to, or Permit (as defined in Section 4.11)and no Permit, authorization, consent or approval of, any Federalpublic body or authority is necessary for the consummation by the Company or the Operating Subsidiaries of the transactions contemplated by this Agreement. Except as set forth on Schedule 3.4, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither neither the execution, execution and delivery or performance of this Agreement by the Company or the Operating Subsidiaries nor the consummation by the Company and the Operating Subsidiaries of the transactions contemplated hereby hereby, nor compliance by the Company and the Operating Subsidiaries with any of the provisions hereof, will (a) require any consent or approval of any third party, (b) result in the imposition of any Encumbrance against any Asset, or (c) result in a violation or breach of, or conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment to which the Company or any of the Operating Subsidiaries is a party or by which the Company or any of the Operating Subsidiaries or any of their respective assets or properties are bound or encumbered, except (i) those that have already been given, obtained or filed, or (ii) with respect to clauses (a) and (c) above, such consents, approvals, violations, breaches, conflicts, or defaults which would not, individually or in the aggregate, have a material adverse effect on the Company, the Operating Subsidiaries, the Assets or the transactions contemplated hereby. Neither the execution and delivery of this Agreement by the Company and the Operating Subsidiaries, nor the consummation by the Company and the Operating Subsidiaries of the transactions contemplated hereby, nor compliance by the Company and the Operating Subsidiaries with any of the provisions hereof, will (i) conflict with or result in any breach of any provision provisions of the Articles of Organization or By-laws organizational documents of the Company or any of its Subsidiaries, Operating Subsidiary or (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (dii) violate in any ordermaterial respect any existing Order, writ, injunction, decree, statute, rule statute or regulation Regulation applicable to the Company or any of its Subsidiaries Operating Subsidiary or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergerassets.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) The execution and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor Parent and Purchaser do not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will require not, (i) violate any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision provisions of the Articles certificate of Organization incorporation or By-laws bylaws of the Company Parent, Purchaser, or any of its their respective Subsidiaries, in each case as amended to date; (bii) subject to the governmental filings and other matters referred to in Section 4.3(b)(ii), conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Liens Lien upon any of the properties or assets of the Company Parent, Purchaser or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) their respective Subsidiaries under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company Parent, Purchaser, or any of its their respective Subsidiaries is a party or by which the Company's Parent, Purchaser, or any of its Subsidiaries' properties or assets may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its their respective Subsidiaries or any of their respective properties assets is bound or assets affected; or (eiii) result in subject to the loss, forfeiture, revocation, termination or diminution of any Permit (as defined governmental filings and other matters referred to in Section 4.11) except 4.3(b)(ii), conflict with or violate any Applicable Law currently in effect, except, in the case of clauses (c), (dii) or (eiii) above, for failures to fulfill requirementsany such conflicts, lossesbreaches, forfeitures, revocations, diminutionsdefaults, violations, breaches rights or defaults Liens that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not reasonably be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the No filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, registration, consent or approval of, any Federal, state Governmental Entity is required on the part of Sellers or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither Seller Parent for the execution, delivery and performance by Sellers or Seller Parent of this Agreement or the consummation by Sellers or Seller Parent of the transactions contemplated by this Agreement, except for (a) compliance with any applicable requirements of the HSR Act and other applicable foreign antitrust regulations or (b) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Assuming compliance with the items described in clauses (a) and (b) of the preceding sentence, neither the execution, delivery and performance of this Agreement by the Company Sellers or Seller Parent nor the consummation by the Company Sellers and Seller Parent of the transactions contemplated hereby by this Agreement will (ai) conflict with or result in any breach breach, violation or infringement of any provision of the Articles respective certificates of Organization formation or By-laws operating agreements (or similar governing documents) of the Company Sellers or Seller Parent or any of its SubsidiariesTransferred Entity, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiarya breach, (c) except as set forth on Schedule 4.5, result in a violation or breach infringement of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellationcancellation or acceleration) under, acceleration or right require the consent of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) Person under, any of the terms, conditions or provisions of any Commitment contract of any Transferred Entity material to the Business (as defined in Section 4.10) to which the Company a “Transferred Entity Contract”), or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (diii) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company or any of its Subsidiaries Transferred Entity or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (ci), (dii) or (eiii) for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsbreaches, violations, breaches infringements, defaults, Liens or defaults thatother rights that would not, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect.

Consents and Approvals; No Violations. Except No material notices to, filings with, or authorization, consent or approval of any Governmental Entity is necessary for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance by Buyer or Marcus of this Agreement by or the Company nor Ancillary Documents to which Buyer or Marcus is a party or the consummation by the Company Buyer or Marcus of the transactions contemplated hereby will require any filing withor thereby, notice toexcept for those set forth on Schedule 4.5 and for compliance with and filings under the HSR Act, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")the Securities Act and the Exchange Act. Neither the execution, delivery or performance by Buyer or Marcus of this Agreement by and the Company Ancillary Documents to which Buyer or Marcus is a party nor the consummation by the Company Buyer or Marcus of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization Buyer’s or By-laws of the Company or any of its SubsidiariesMarcus’s Governing Documents, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which the Company Buyer or any of its Subsidiaries Marcus is a party party, or by which (c) subject to compliance with and filings under the Company's or any of its Subsidiaries' properties or assets may be boundHSR Act, (d) the Securities Act and the Exchange Act, violate any order, writ, injunction, decree, Law, statute, rule or regulation of any Governmental Entity applicable to the Company Buyer or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossMarcus, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) and (c)) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably violations which would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Mergertransactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the set forth in Schedule 14D-9 and a proxy 5.05 or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusettsas otherwise stated herein, neither the execution, delivery or and performance of this Agreement by the Company Parent or Sub, nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, Parent or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company Sub of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision provisions of the Articles Certificate of Organization Incorporation or By-laws Laws of Parent or of Sub, (ii) require a filing with, or a permit, authorization, consent or approval of, any Governmental Entity except in connection with or in order to comply with the applicable provisions of the Company HSR Act, the Securities Act, the Exchange Act, state laws relating to takeovers, if applicable, state securities or any "blue sky" laws, the By-Laws of its SubsidiariesNASD and other exchanges on which the shares of Parent Common Stock are listed, and the filing and recordation of a Certificate of Merger as required by the DGCL, (biii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation or acceleration) under, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to result in the loss creation of a material benefit) underLien on any property or asset of Parent or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company Parent or any of its Subsidiaries Sub is a party or by which the Company's either of them or any of its Subsidiaries' their properties or assets may be bound, bound or (div) violate any law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to the Company or any of its Subsidiaries Parent, Sub or any of their respective properties or assets or (e) result in the lossassets, forfeitureexcept, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (cii), (diii) and (iv), where the failure to make such filing or (e) for failures to fulfill requirementsobtain such authorization, lossesconsent or approval would not have, forfeitures, revocations, diminutions, or where such violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably Liens would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergerhave, in any such case, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of MassachusettsHSR Act, neither the execution, execution and delivery or performance of this Agreement, the Escrow Agreement or the Closing Notes by the Company Buyer nor the consummation by the Company Buyer of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of by this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles certificate of Organization incorporation or By-laws bylaws of the Company or any of its SubsidiariesBuyer, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, or require any of consent under or result in the terms, conditions or provisions creation of any Commitment (as defined in Section 4.10) Lien under any note, bond, mortgage, deed of trust, indenture, lease, license, commitment, Contract, agreement or other instrument, obligation or arrangement to which the Company or any of its Subsidiaries Buyer is a party or by which the Company's Buyer or any of its Subsidiaries' properties or assets may be boundbound or affected, (dc) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Laws applicable to the Company Buyer or any of its Subsidiaries properties or assets, or (d) require any notice to, filing with, or the obtaining of any permit, authorization, consent or approval of or any of their respective properties action by, any governmental or assets regulatory authority, domestic or (e) result in the lossforeign, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (cb), (c) and (d) or (e) of this Section 4.3 for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, any such violations, breaches breaches, defaults, rights of termination, cancellation or defaults thatacceleration or requirements which, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not have a Buyer Material Adverse Effect, or which become applicable as a result of the business or activities in which Buyer is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Buyer. As used in this Agreement, the term “Buyer Material Adverse Effect” shall mean any change, effect, event, occurrence or state of facts that would, or would be reasonably expected to have an adverse effect or prevent or delay adversely affect the consummation ability of Buyer to consummate the transactions contemplated by this Agreement; provided, that none of the Offer and/or following shall be deemed in and of themselves to constitute a Buyer Material Adverse Effect: any change, effect, event, occurrence or state of facts relating to, caused by or resulting from (i) the MergerUnited States economy (provided that the Buyer is not disproportionately affected thereby), (ii) the industries in which the Buyer operates in general (provided that the Buyer is not disproportionately affected thereby), or (iii) the announcement of this agreement or the transactions contemplated thereby.

Consents and Approvals; No Violations. Except for filingsNo notices to, permitsfilings with, or authorizations, consents and or approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither Governmental Entity is necessary for the execution, delivery or performance of this Agreement by any of the Company nor Transaction Documents to which Buyer is a party or the consummation by the Company Buyer of the transactions contemplated hereby will require any filing withthereby, notice to, or Permit except for (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational i) compliance with and filings under the HSR Act and (a "Governmental Entity")ii) those set forth on Schedule 5.3. Neither the execution, delivery or and performance of this Agreement by any of the Company Transaction Documents to which Buyer is a party nor the consummation by the Company Buyer of the transactions contemplated hereby thereby will (aA) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its SubsidiariesBuyer’s Governing Documents, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (cB) except as set forth on Schedule 4.55.3, result in a violation or breach of, require any notice to any party pursuant toor cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation or acceleration), cancellationcreate a payment obligation or loss of material benefit under, acceleration or right of non-renewal or contractually require any prepayment action by Buyer (including any notice, authorization, consent or offer to purchase any debt or give rise to the loss of a material benefitapproval) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Buyer is or any of its Subsidiaries is will be a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries them or any of their respective properties or assets may be bound, or (eC) result in the lossviolate any Legal Requirement applicable to Buyer or any of Buyer’s Subsidiaries or any of their respective material properties or assets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c)B) and (C) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably violations which would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Mergertransactions contemplated thereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements ofof the HSR Act, the Exchange Act (including the no material filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, material notice to, or Permit (as defined in Section 4.11)and no material Permit, authorization, consent or approval of, or material order of, any FederalGovernmental Entity is necessary for the execution and delivery by each of Parent and Newco of this Agreement or the consummation by each of Parent and Newco of the transactions contemplated hereby, state except where the failure to obtain such Permits, authorizations, consents or local government approvals or any courtto make such filings or give such notice would not, tribunalindividually or in the aggregate, administrative agency be reasonably expected to prevent or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery or and performance of this Agreement by the Company Parent or Newco nor the consummation by the Company Parent or Newco of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles certificate of Organization incorporation or By-laws bylaws (or similar governing documents) of the Company either Parent or any of its SubsidiariesNewco, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a material violation or material breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (material default, or give rise to any right of termination, amendmentcancellation or acceleration, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company either Parent or any of its Subsidiaries Newco is a party or by which the Company's Parent or Newco or any of its Subsidiaries' respective properties or assets may be bound, bound or (dc) violate any order, writ, injunction, decree, Law, statute, rule or regulation applicable to the Company Parent or Newco or any of its Subsidiaries Affiliates or any of their respective properties or assets or (e) result in the lossassets, forfeitureexcept, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) and (c)) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatviolations which would not, individually or in the aggregate, have not had an adverse effect that has not been cured and be reasonably would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violations. Except for such ------------------------------------- filings, permits, authorizations, consents consents, and approvals (1as are referred to in Section 7.1(b) as may be required underhereto, and other applicable requirements of, the Exchange Act (including the no filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, of any Federal, state or local government Governmental Entity is necessary for the execution and delivery by Parent of this Agreement or any court, tribunal, administrative agency of the other Transaction Documents to which it is a party or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")the consummation by Parent of the transactions contemplated hereby and thereby. Neither the execution, delivery or and performance of this Agreement or any of the other Transaction Documents to which it is a party by the Company Parent nor the consummation by the Company Parent of the transactions contemplated hereby and thereby will (ai) conflict with or result in any breach of any provision of the Articles respective Constitutional Documents of Organization or By-laws of the Company Parent or any of its SubsidiariesParent's subsidiaries, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitLien) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries Parent's subsidiaries is a party or by which the Company's any of them or any of its Subsidiaries' their respective properties or assets may be bound, bound or (diii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company Parent or any of its Subsidiaries Parent's subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergerassets.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Advisers Act, the Exchange Act (including Act, the filing with Securities Act, the SEC rules and regulations of the Schedule 14D-9 NASD, the HSR Act, state securities or Blue Sky laws, Delaware Law and a proxy or information statement relating to any required approval by or meeting California Law, none of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor E*TRADE, the consummation by the Company E*TRADE of the transactions contemplated hereby will or compliance by E*TRADE with any of the provisions hereof shall (i) conflict with or resulting any breach of any provision of the Certificate of Incorporation, the Bylaws or similar organizational documents of E*TRADE, (ii) require any filing with, notice to, or Permit (as defined in Section 4.11)permit, authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (biii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) material agreement or contract to which the Company or any of its Subsidiaries E*TRADE is a party (the "E*TRADE Agreements"), or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company E*TRADE, any to which E*TRADE is a party or by which any of its Subsidiaries or any the assets of their respective properties or assets or (e) result in it is bound, excluding from the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of foregoing clauses (cii), (diii) or and (eiv) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, such violations, breaches or defaults thatwhich would not, individually or in the aggregate, have not had an a material adverse effect that has not been cured on E*TRADE and reasonably would not its Subsidiaries, taken as a whole. There are no third party consents or approvals required to be expected obtained under any of E*TRADE Agreements prior to have an adverse effect or prevent or delay the consummation of the Offer and/or transactions hereunder, except for such consents and approvals the Mergerfailure of which to be obtained would not, individually or in the aggregate, have a material adverse effect on E*TRADE and its Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements ofof the HSR Act, the Exchange Act (including the no material filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, material notice to, or Permit (as defined in Section 4.11)and no material permit, authorization, consent or approval of, or material order of, any FederalGovernmental Entity is necessary for the execution and delivery by each of Parent and Newco of this Agreement or the consummation by each of Parent and Newco of the transactions contemplated hereby, state except where the failure to obtain such permits, authorizations, consents or local government approvals or any courtto make such filings or give such notice would not, tribunalindividually or in the aggregate, administrative agency be reasonably expected to prevent or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery or and performance of this Agreement by the Company Parent or Newco nor the consummation by the Company Parent or Newco of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles certificate of Organization incorporation or By-laws bylaws (or similar governing documents) of the Company either Parent or any of its SubsidiariesNewco, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a material violation or material breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (material default, or give rise to any right of termination, amendmentcancellation or acceleration, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company either Parent or any of its Subsidiaries Newco is a party or by which the Company's Parent or Newco or any of its Subsidiaries' respective properties or assets may be bound, bound or (dc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company Parent or Newco or any of its Subsidiaries Affiliates or any of their respective properties or assets or (e) result in the lossassets, forfeitureexcept, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) and (c)) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatviolations which would not, individually or in the aggregate, have not had an adverse effect that has not been cured and be reasonably would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of the Company's stockholders of this Agreement 1976, as amended (the "Proxy StatementHSR Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or blue sky laws, and (2) with the Secretary filing and recordation of the Commonwealth a Certificate of Massachusetts, neither the execution, delivery or performance of this Agreement Merger as required by the Company nor the consummation DGCL and a Certificate of Merger as required by the Company of the transactions contemplated hereby will require any GBCC, no filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any Federal, state public or local government governmental body or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")is necessary for the consummation by TM of the transactions contemplated by this Agreement. Neither the execution, execution and delivery or performance of this Agreement by the Company TM, nor the consummation by the Company TM of the transactions contemplated hereby hereby, nor compliance by TM with any of the provisions hereof, will (a) conflict with or result in any breach of any provision the Certificate of the Articles Incorporation or Bylaws of Organization or By-laws of the Company TM or any of its Subsidiariessubsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation or acceleration) under, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss creation of a material benefit) any lien, charge, security interest or encumbrance upon the respective properties or assets of TM or any of its subsidiaries under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company TM or any of its Subsidiaries subsidiaries is a party or by which the Company's any of them or any of its Subsidiaries' their properties or assets may be bound, bound or affected or (dc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or TM, any of its Subsidiaries subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) and (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably which would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC delivery of the Schedule 14D-9 Transaction Documents to which it is a party by Cirrus and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), Acquisition Sub and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company them of the transactions contemplated hereby thereby will not: (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of Cirrus or Acquisition Sub; (b) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or any Governmental Authority applicable to Cirrus or Acquisition Sub or by which any of their respective properties or assets are or may be bound, (c) require any filing with, notice to, or Permit (as defined in Section 4.11), authorizationpermit, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach giving of any provision of notice to, any Governmental Authority, except, if required, for prior notification and reporting requirements under the Articles of Organization HSR Act, or By-laws of the Company or any of its Subsidiaries, (bd) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant toconflict with, or constitute (with or without due notice or lapse of time or both) a default (default, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of the Subsidiaries, or give rise to any an obligation, right of termination, amendment, cancellation, acceleration acceleration, payment or right increase of non-renewal any obligation or contractually require any prepayment or offer to purchase any debt or give rise to the a loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) agreement, instrument or other obligation to which the Company Cirrus or Acquisition Sub is a party, or by which any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets are or may be bound, (d) violate except for any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, such violations, breaches breaches, conflicts, defaults, Encumbrances, increases or defaults thatlosses which, individually or in the aggregate, will not have not had an a material adverse effect that has not been cured on the business, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of Cirrus and reasonably would not be expected Acquisition Sub, taken as a whole or on the ability of Cirrus and Acquisition Sub to have an adverse effect or prevent or delay consummate the consummation of transactions contemplated by the Offer and/or the MergerTransaction Documents.

Consents and Approvals; No Violations. Except as set forth in Section 4.6 of the MDM Disclosure Schedule, and for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act (including Act, state securities or blue sky laws, the HSR Act, the rules of FINRA, no filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any FederalGovernmental Entity is necessary for the execution and delivery by MDM of this Agreement or the consummation by MDM of the transactions contemplated hereby, state except where the failure to obtain such permits, authorizations consents or local government approvals or any court, tribunal, administrative agency to make such filings or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (give such notice would not have a "Governmental Entity")Material Adverse Effect on MDM. Neither the execution, delivery or and performance of this Agreement by the Company MDM nor the consummation by the Company MDM of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the Articles of Organization Incorporation or By-laws Bylaws (or similar governing documents) of the Company or any of its SubsidiariesMDM, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitLien) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries MDM is a party or by which the Company's it or any of its Subsidiaries' properties or assets may be bound, bound or (diii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company MDM or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (dii) or (eiii) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably which would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect on MDM.

Consents and Approvals; No Violations. Except for filingsas set forth on Schedule 4.2, permitsassuming the truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.3, no notices to, filings with, or authorizations, consents and or approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither Governmental Entity are necessary for the execution, delivery or performance by such Seller of this Agreement by or the Company nor Ancillary Documents to which such Seller is a party or the consummation by the Company such Seller of the transactions contemplated hereby will require any or thereby, except for (a) compliance with and filings under the HSR Act and Other Antitrust Laws, as appropriate, (b) the filing withof the Certificate of Merger, notice to, and (c) those that may be required solely by reason of Parent’s or Permit Merger Sub’s (as defined opposed to any other third party’s) participation in Section 4.11), authorization, consent the transactions contemplated hereby or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")thereby. Neither the execution, delivery or and performance by such Seller of this Agreement by or the Company Ancillary Documents to which such Seller is a party nor the consummation by the Company such Seller of the transactions contemplated hereby or thereby will (ai) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiariessuch Seller’s Governing Documents, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (cii) except as set forth on Schedule 4.54.2, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) agreement to which the Company or any of its Subsidiaries such Seller is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (diii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the MergerGovernmental Entity having jurisdiction over such Seller.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the "Schedule 14D-9 13E-3"), the HSR Act and a proxy or information statement relating to any required approval by or meeting Section 251 of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of MassachusettsCorporation Law, neither the execution, delivery or performance of this Agreement by the Company Parent and Sub nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company Parent and Sub of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the Articles respective articles/certificate of Organization incorporation or By-laws bylaws of Parent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to prevent or materially delay the consummation of the Company or any of its SubsidiariesMerger), (biii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries Sub is a party or by which the Company's either of them or any of its Subsidiaries' their properties or assets may be bound, bound or (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Parent or any of its Subsidiaries Sub or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), iii) and (d) or (eiv) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatwhich could not, individually or in the aggregate, have not had an adverse effect that has not been cured and be reasonably would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1916, as amended (including the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing with the SEC and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting 2.6 of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) WWNI Disclosure Schedule no filing with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any Federalcourt or tribunal or administrative, state governmental or local government or any courtregulatory body, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")) is necessary for the execution and delivery by WWNI of this Agreement or the consummation by WWNI of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on WWNI. Neither Except as set forth in Section 2.6 of the WWNI Disclosure Schedule, neither the execution, delivery or and performance of this Agreement by the Company WWNI nor the consummation by the Company WWNI of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Articles of Organization Incorporation or By-laws Bylaws (or similar governing documents) of the Company or any of its SubsidiariesWWNI, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitLien) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries WWNI is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, or (diii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company WWNI or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (dii) or (eiii) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably which would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect on WWNI.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")Offer Documents), the HSR Act, the DGCL, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and (2) with the Secretary of the Commonwealth of Massachusettsforeign laws, neither the execution, delivery or performance of this Agreement or the Stockholder Agreement by the Company Parent and Sub, nor the consummation by the Company Parent and Sub of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby thereby will (ai) conflict with or result in any breach of any provision of the Articles respective certificate of Organization incorporation or Byby-laws of the Company or any of its SubsidiariesParent and Sub, (bii) result in require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the creation failure to obtain such permits, authorizations, consents or imposition of any Liens upon approvals or to make such filings would not reasonably be expected to prevent or materially delay the properties or assets consummation of the Company or any SubsidiaryOffer and/or the Merger), (ciii) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancelation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which the Company's any of them or any of its Subsidiaries' their properties or assets may be bound, bound or (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or Parent, any of its Subsidiaries subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), iii) and (d) or (eiv) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatwhich could not, individually or in the aggregate, have not had an adverse effect that has not been cured and be reasonably would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements ofof the Exchange Act, the Exchange HSR Act (including and the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement"))FCC Act, and (2) with the Secretary as may be necessary as a result of the Commonwealth of Massachusettsany facts or circumstances relating solely to Seller and its Subsidiaries, neither the execution, delivery or performance of this Agreement by the Company Buyer nor the consummation by the Company Buyer of the transactions contemplated hereby will require nor compliance by Buyer with any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby provisions hereof will (ai) conflict with or result in any breach of any provision of the Articles respective charter or bylaws of Organization or By-laws of the Company or any of its SubsidiariesBuyer, (bii) result in the creation require any filing by Buyer or imposition of its Subsidiaries with, or permit, authorization, consent or approval to be obtained by Buyer or its Subsidiaries of, any Liens upon the properties or assets of the Company or any SubsidiaryGovernmental Entity, (ciii) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company Buyer or any of its Subsidiaries is a party or by which the Company's any of them or any of its Subsidiaries' their properties or assets may be bound, bound or (div) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to the Company Buyer or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossSubsidiaries, forfeitureexcept, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses clause (cii), (diii) or (e) iv), for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsfile or obtain, violations, breaches or defaults thatwhich would not, individually or in the aggregate, have not had an a material adverse effect that has not been cured and reasonably would not be expected on the ability of Buyer to have an adverse effect or prevent or delay consummate the consummation of the Offer and/or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violations. Except for the filings set forth in Section 4.4 of the disclosure schedule delivered to the Company (the "Parent Disclosure Schedule") and the filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including Act, the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement"))HSR Act, and (2) with the Secretary of the Commonwealth of MassachusettsDGCL, neither the execution, delivery or performance of this Agreement by the Company Parent nor the consummation by the Company Parent of the transactions contemplated hereby will require nor compliance by Parent with any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby provisions hereof will (ai) conflict with or result in any breach of any provision of the Articles certificate of Organization incorporation or Bythe by-laws of the Company or any of its SubsidiariesParent, (bii) result in the creation or imposition of any Liens upon the properties or assets as of the Company date of this Agreement, require any filing with, or permit, authorization, consent or approval of, any SubsidiaryGovernmental Entity, (ciii) except as set forth on Schedule 4.5of the date of this Agreement, result in a violation violation, conflict with or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or acceleration) result in the termination in or a right of non-renewal termination or contractually require cancellation of, accelerate the performance required by, result in the triggering of any prepayment payment or offer to purchase other material obligation pursuant to, result in the creation of any debt lien, security interest, charge or give rise to encumbrance upon any of the loss material properties of a material benefit) Parent under, or result in being declared void, voidable or without further binding effect any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Parent is a party or by which the Company's Parent or any of its Subsidiaries' properties or assets may be boundbound or (iv) as of the date of this Agreement, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Parent or any of its Subsidiaries or any of their respective Parent's properties or assets or (e) result in assets, excluding from the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of foregoing clauses (cii), (diii) or and (eiv) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, such violations, breaches or defaults thatwhich would not, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect on Parent.

Consents and Approvals; No Violations. Except for filingsas set forth on Section 3.4 of the Seller Disclosure Schedule, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the no filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, registration, consent or approval of, any Federal, state or local government Governmental Entity or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither Person is required on the part of Seller for the execution, delivery and performance by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby, except (a) compliance with any applicable requirements of the HSR Act or (b) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure of which to make or obtain is not or would not reasonably be expected to be, individually or in the aggregate, material to the Business and the Transferred Entities, taken as a whole. Assuming compliance with the items listed on Section 3.4 of the Seller Disclosure Schedule and described in clauses (a) through (b) of the preceding sentence, neither the execution, delivery and performance of this Agreement by the Company Seller nor the consummation by the Company Seller of the transactions contemplated hereby will hereby, shall (ai) conflict with or result in any breach breach, violation or infringement of any provision of the Articles respective certificates of Organization formation or By-laws limited liability company agreements (or similar governing documents) of the Company Seller or any of its SubsidiariesTransferred Entity, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiarya breach, (c) except as set forth on Schedule 4.5, result in a violation or breach infringement of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (default, or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be boundBusiness Material Contract, (diii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company or any of its Subsidiaries Transferred Entity or any of their respective properties or assets or (eiv) result in give rise to the losscreation of (A) any Lien, forfeitureexcept for Permitted Liens, revocationon any material asset of a Transferred Entity or (B) any Lien, termination or diminution of except for Permitted Equity Liens, on any Permit (as defined in Section 4.11) except Units, except, in the case of each of clauses (cii) and (iii), (d) or (e) for failures as would not reasonably be expected to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thathave, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Business Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements ofof the HSR Act, the Exchange Act (including the no material filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, material notice to, or Permit (as defined in Section 4.11)and no material permit, authorization, consent or approval of, or material order of, any FederalGovernmental Entity is necessary for the execution and delivery by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, state except where the failure to obtain such permits, authorizations, consents or local government approvals or any courtto make such filings or give such notice would not, tribunalindividually or in the aggregate, administrative agency be reasonably expected to prevent or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")materially delay the consummation of the Stock Purchase. Neither the execution, delivery or and performance of this Agreement by the Company Buyer nor the consummation by the Company Buyer of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles Governing Documents of Organization or By-laws of the Company or any of its SubsidiariesBuyer, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a material violation or material breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Buyer is a party or by which the Company's Buyer or any of its Subsidiaries' properties or assets may be bound, bound or (dc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company Buyer or any of its Subsidiaries Buyer’s affiliates or any of their respective properties or assets or (e) result in the lossassets, forfeitureexcept, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) and (c)) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatviolations which would not, individually or in the aggregate, have not had an adverse effect that has not been cured and be reasonably would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the MergerStock Purchase.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the set forth in Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")4.1(c), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any no filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any FederalGovernmental Authority is required to be obtained by any member of the REIT Group for the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements, other than any filings required under the 1933 Act, the 1934 Act or state securities laws, and any filings required to be made with the Office of the Maryland Department of Taxation and Assessment, the Secretary of State of Delaware and the NYSE, except where the failure to so make same or local government obtain could not have a material adverse affect on such entity’s ability to execute and deliver, or any courtperform its obligations under, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")this Agreement. Neither the execution, execution and delivery or performance of this Agreement or the other Transaction Agreements by the Company REIT, the Partnership or LaSalle Lessee nor the consummation by the Company either of them of the transactions contemplated hereby or thereby nor compliance by each of them with any of the provisions hereof or thereof will (ai) conflict with or result in any breach of any provision of the Articles organizational documents of Organization either the REIT, the Partnership or By-laws of the Company or any of its Subsidiaries, LaSalle Lessee; (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) indenture, license, contract, agreement or other instrument or obligation to which the Company REIT, the Partnership or any of its Subsidiaries LaSalle Lessee is a party or by which the Company's any of them or any of its Subsidiaries' their respective properties or assets may be bound; or (iii) to the Knowledge of the REIT, (d) the Partnership or LaSalle Lessee violate any order, writ, injunction, decree, statute, rule or regulation applicable to either the Company REIT, the Partnership or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the MergerLaSalle Lessee.

Consents and Approvals; No Violations. Except (a) No Permit of, with or from, any Governmental Entity is required on the part of (i) any Seller for filingsthe execution and delivery by such Seller of the Transaction Agreements to which it is a party and the performance of its obligations hereunder or thereunder (as applicable) and (ii) any Seller for the consummation of the Transactions, permitsas applicable, authorizationsexcept, consents in each case of the foregoing sub-clauses (i) and approvals (1ii), (A) as may be required under, listed in Section 3.3(a) of the Disclosure Schedule; and other (B) compliance with any applicable requirements of, of the Exchange HSR Act (including the filing or any other Antitrust Law or in connection with seeking CFIUS Approval or any other Requisite Governmental Approval. Assuming compliance with the SEC items described in sub-clauses (A) and (B) of the Schedule 14D-9 preceding sentence and a proxy or information statement relating to any required approval by or meeting receipt of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of MassachusettsTransfer Consents, neither the execution, delivery or and performance of this Agreement or any Transaction Agreement by the Company any Seller, nor the consummation by the Company any Seller of the transactions contemplated hereby will require any filing withTransactions, notice toas applicable, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a1) conflict with or result in any breach or violation of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, respective Organizational Documents; (b2) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiarya breach, (c) except as set forth on Schedule 4.5, result in a violation or breach infringement of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of or to notice, consent, termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment Transferred Contract or (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (d3) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the MergerSeller.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the truth and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting accuracy of the Company's stockholders of this Agreement (’s representations and warranties contained in Section 4.5, and the "Proxy Statement")Sellers’ and the Representative’s representations and warranties contained in Section 5.1(b), and (2) with the Secretary no material notices to, filings with, or authorization, consent or approval of the Commonwealth of Massachusetts, neither any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by Purchaser or the Company nor Ancillary Documents to which Purchaser is a party or the consummation by the Company Purchaser of the transactions contemplated hereby will require any filing withor thereby, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")except for those set forth on Schedule 6.3. Neither the execution, delivery or nor performance by Purchaser of this Agreement by or the Company Ancillary Documents to which Purchaser is, or is specified to be, a party nor the consummation by the Company Purchaser of the transactions contemplated hereby or thereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its SubsidiariesPurchaser’s Governing Documents, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.56.3, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company or any of its Subsidiaries Purchaser is a party or by which the Company's Purchaser or any of its Subsidiaries' properties or assets may be bound, or (dc) violate any order, writ, injunction, decree, statute, rule Order or regulation applicable Applicable Law to the Company which Purchaser or any of its Subsidiaries or any of their respective properties or assets is subject to or (e) result in the lossbound, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) and (c)) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably violations which would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except for filings, permits, authorizations, consents filings and approvals (1) Permits as may be required under, and other applicable requirements of, the Exchange Act (including Act, the filing with Securities Act, the SEC of the Schedule 14D-9 URBCA, state blue sky laws and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusettsapplicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent and the Company Merger Sub nor the consummation by Parent and the Company Merger Sub of the transactions contemplated hereby will require nor compliance by Parent and the Merger Sub with any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby provisions hereof will (ai) conflict with or result in any breach of any provision of the Articles respective articles of Organization incorporation or Byby-laws of the Company Parent or any of its SubsidiariesMerger Sub, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Indebtedness, lease, license, Permit, contract, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which the Company's any of them or any of its Subsidiaries' their properties or assets may be bound, bound or (diii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company Parent or any of its Subsidiaries Merger Sub or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), ii) and (d) or (eiii) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, such violations, breaches or defaults thatwhich do not have, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not reasonably be expected to have an adverse effect have, a Parent Material Adverse Effect and which will not materially impair the ability of Parent or Merger Sub to consummate or prevent or materially delay the consummation of the Offer and/or and the MergerMerger or the other transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the truth and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting accuracy of the Company's stockholders of this Agreement (the "Proxy Statement"))’s representations and warranties, and (2) no filing with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any FederalGovernmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the transactions contemplated hereby, state except where the failure to obtain such permits, authorizations, consents or local government approvals or any courtto make such filings or give such notice would not, tribunalindividually or in the aggregate, administrative agency be reasonably expected to prevent or commission materially delay the consummation of the Closing or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")the effectiveness of the Merger. Neither the execution, delivery or and performance of this Agreement by the Company Parent or Merger Sub nor the consummation by the Company Parent or Merger Sub of the transactions contemplated hereby hereby, including, without limitation, the Merger, will (a) conflict with or result in any breach of any provision of the Articles certificate of Organization incorporation or By-laws bylaws of the Company Parent or any of its SubsidiariesMerger Sub, (b) result in the creation or imposition of any Liens upon the properties or assets other than pursuant to debt agreements that will be terminated as a part of the Company or any Subsidiary, (c) except as set forth on Schedule refinancing contemplated by Section 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries Merger Sub is a party or by which the Company's any of them or any of its Subsidiaries' their respective properties or assets may be bound, bound or (dc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company Parent or Merger Sub or any of its Subsidiaries their subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeitureexcept, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses clause (b) or (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatwhich would not, individually or in the aggregate, have not had an adverse effect that has not been cured and be reasonably would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or Closing or the Merger.

Consents and Approvals; No Violations. Except for filingsas set forth on Schedule 3.5, permitsassuming the truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.3, no notices to, filings with, or authorizations, consents and or approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement by or the Ancillary Documents to which the Company nor is a party or the consummation by the Company of the transactions contemplated hereby will require any hereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing with, notice to, of the Certificate of Merger 24 and (iii) those that may be required solely by reason of Parent’s or Permit Merger Sub’s (as defined opposed to any other party’s) participation in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement by or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its SubsidiariesGroup Company’s Governing Documents, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.53.5, require the consent of, or notice to, any Person, under or result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company Material Contract, Material Real Property Lease or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be boundMaterial Permit, (dc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the law of any Governmental Entity having jurisdiction over any Group Company or any of its Subsidiaries or any of their respective properties or assets or (ed) except as contemplated by this Agreement or with respect to Permitted Liens, result in the loss, forfeiture, revocation, termination or diminution creation of any Permit Lien upon any of the assets of any Group Company (as defined other than any Liens incurred in Section 4.11) except connection with the Debt Financing), which in the case of clauses clause (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregateabove, have not had an adverse effect that has not been cured and or would reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for filingsthe receipt by Purchaser of the Permits as to which the transfer thereof from the Sellers to Purchaser would violate, permits, authorizations, consents and approvals (1) as may or would not be required permitted or effective under, applicable Law and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement"))HSR Act, and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any no filing with, notice to, or Permit (as defined in Section 4.11)and no Permit, authorization, consent or approval of, of any Federal, state or local government or Governmental Authority is necessary for the consummation by the Sellers of the transactions contemplated by this Agreement and any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")Collateral Agreements. Neither the execution, execution and delivery or performance of this Agreement or any Collateral Agreement by the Company any Seller nor the consummation by the Company any Seller of the transactions contemplated hereby by this Agreement or any Collateral Agreement nor compliance by any Seller with any of the provisions hereof or thereof will (a) conflict with or result in any breach of any provision of the Articles certificate of Organization incorporation or Byby-laws of the Company or any of its SubsidiariesSeller, (b) result subject to obtaining the consents listed in the creation or imposition of any Liens upon the properties or assets Section 6.3 of the Company or any Subsidiary, Disclosure Schedule (c) except as set forth on Schedule 4.5the "Required Consents"), result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentmodification, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitbenefits) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company or any of its Subsidiaries Seller is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, subject or which is included in the Transferred Assets or the Assumed Liabilities or (dc) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to any Seller, the Company Transferred Assets or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossAssumed Liabilities, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) or (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatwhich would not, individually or in the aggregate, have not had an adverse effect that has not been cured and be reasonably would not be expected likely to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the truth and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC accuracy of the Schedule 14D-9 representations and a proxy warranties of Parent and Buyer set forth in Section 5.3, no notice to, filing with, or information statement relating to authorization, consent or approval of any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither Governmental Entity is necessary for the execution, delivery or performance by the Company of this Agreement by or the Ancillary Documents to which the Company nor is a party or the consummation by the Company of the transactions contemplated hereby will require any filing withhereby, notice toexcept for (a) compliance with filings under, and applicable consents, waivers, authorizations, and clearances obtained under, the HSR Act and all other applicable antitrust, competition or Permit similar law, rules, regulations, orders or decrees (including applicable terminations, suspensions, authorizations, orders, grants, consents, permissions or approvals of Governmental Entities thereunder), (b) those the failure of which to obtain or make would not have an adverse effect which is material on the Group Companies and the Non-Controlled Joint Ventures, taken as a whole, (c) applicable requirements, if any, under the DGCL and federal or state securities or “blue sky” laws, and (d) those that may be required solely by reason of Parent’s and/or Buyer’s (as defined opposed to any other third party’s) participation in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")the transactions contemplated hereby. Neither the execution, delivery or nor performance by the Company of this Agreement by or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby will (aw) conflict with or result in any breach of any material provision of any Group Company’s or, to the Articles of Organization or By-laws knowledge of the Company or Company, any of its SubsidiariesNon-Controlled Joint Venture’s Governing Documents, (bx) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant toor cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, under any of the material terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company Material Contract or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be boundMaterial Lease, (dy) violate any material order, writ, injunction, decree, law, statute, rule or regulation applicable of any Governmental Entity having jurisdiction over any Group Company or, to the Company or knowledge of the Company, any of its Subsidiaries Non-Controlled Joint Venture or any of their respective material properties or assets assets, or (ez) except as contemplated by this Agreement or with respect to Permitted Liens, result in the loss, forfeiture, revocation, termination or diminution creation of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation Lien upon any of the Offer and/or material assets of any Group Company or, to the Mergerknowledge of the Company, any Non-Controlled Joint Venture.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals Assuming (1a) as may be required under, and other the applicable requirements of, of the Securities Act and state securities or "blue sky" laws and the Exchange Act are met and (including b) the filing with required notices to the SEC of NYSE related to the Schedule 14D-9 Transactions are delivered, the execution and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders delivery of this Agreement (and the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Registration Rights Agreement by the Company nor Investor and the consummation by the Company Investor of the transactions contemplated hereby Transactions, do not and will not (i) violate or conflict with any provision of its certificate of incorporation, bylaws or other comparable governing documents, as the case may be, (ii) violate or conflict with any Law or Order applicable to the Investor or by which any of their respective properties or assets may be bound, (iii) require any filing with, notice to, or Permit (as defined in Section 4.11), authorizationPermit, consent or approval of, or the giving of any Federalnotice to, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (aiv) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant toconflict with, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, amendmentcancellation or acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of the Investor, or give rise to any obligation, right of termination, cancellation, acceleration or right increase of non-renewal any obligation or contractually require any prepayment or offer to purchase any debt or give rise to the a loss of a material benefit) benefit under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company or any of its Subsidiaries Investor is a party party, or by which the Company's or any of its Subsidiaries' properties or assets Investor may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except excluding in the case of clauses (c)iii) and (iv) above, (d) or (e) for failures to fulfill requirementsconflicts, violations, breaches, defaults, rights of termination, cancellations, accelerations, increases, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatcreations and impositions of Encumbrances which would not, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the MergerInvestor Material Adverse Effect.

Consents and Approvals; No Violations. Except for filingsas set forth on Schedule 3.3 of the Disclosure Schedule, permitsassuming that all consents, authorizationsapprovals, consents and approvals (1) as may be required under, authorizations and other applicable requirements ofactions described in this Section 3.3 have been obtained and all filings and obligations described in this Section 3.3 have been made or satisfied, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 execution and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders delivery of this Agreement (and the "Proxy Statement"))Stockholder Agreements do not, and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will require not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Sub under, any provision of (a) the Organizational Documents of Parent and of Sub, each as amended to date, (b) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or Sub or (c) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub or any of their respective properties or assets, other than, in the case of clauses (b) and (c), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or Sub, materially impair or delay the ability of Parent or Sub to perform their respective obligations hereunder or under the Stockholder Agreements or prevent or materially delay the consummation by Parent or Sub of any of the transactions contemplated hereby or thereby. No filing or registration with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domesticdomestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity"). Neither ) is required by or with respect to Parent or Sub in connection with the execution, execution and delivery by Parent or performance Sub of this Agreement by or of the Company nor Stockholder Agreements or is necessary for the consummation by the Company Parent or Sub of the Offer, the Merger and the other transactions contemplated hereby will by this Agreement or the Stockholder Agreements, except for (ai) conflict in connection, or in compliance, with or result in any breach of any provision the Exchange Act, (ii) the filing of the Articles Certificate of Organization or By-laws Merger with the Secretary of State of the Company or any State of its SubsidiariesDelaware; (iii) such filings, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiaryauthorizations, (c) except orders and approvals as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be boundrequired by state takeover laws (the "State Takeover Approvals"); (iv) such filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"); (v) filings and approvals required under applicable foreign or multi-international antitrust laws and regulations; and (vi) such other consents, (d) violate any orderorders, writauthorizations, injunctionregistrations, decree, statute, rule declarations and filings the failure of which to be obtained or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatmade would not, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected a Material Adverse Effect on Parent, materially impair or delay the ability of Parent or Sub to have an adverse effect perform its obligations hereunder or under the Stockholder Agreements or prevent or materially delay the consummation by Parent or Sub of any of the Offer and/or the Mergertransactions contemplated hereby or thereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) set forth in Section 4.3 of the Parent Disclosure Letter, as may result from any facts or circumstances related to the Company or its Subsidiaries or as may be required under, and other applicable requirements of, the Exchange Act (including Act, the filing with HSR Act, Regulatory Laws, the SEC DGCL, the rules and regulations of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement"))NYSE, and (2) with the Secretary of the Commonwealth of Massachusettsstate securities Laws, neither the execution, delivery or performance of this Agreement by the Company Parent and Merger Sub nor the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby will require any filing (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or by-laws, or similar organizational documents, of Parent or Merger Sub, (b) require Parent or Merger Sub to make any notice to, or Permit (as defined in Section 4.11)filing with, or obtain any permit, authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5assuming compliance with the matters referred to in clause (b), contravene, conflict with or result in a violation or breach ofof any provision of any applicable Law, (d) require any notice to consent or other action by any party pursuant toPerson under, constitute a default, or constitute (an event that, with or without due notice or lapse of time or both) , could become a default (default, under, or give rise to any right of cause or permit the termination, amendment, cancellation, acceleration or other change of any right of non-renewal or contractually require any prepayment obligation or offer to purchase any debt or give rise to the loss of a material benefit) any benefit under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract not otherwise terminable by the other party thereto on 180 days' or less notice to which the Company Parent or Merger Sub is entitled under any provision of its Subsidiaries is a party any agreement or by which the Company's other instrument binding upon Parent or any of its Subsidiaries' properties or assets may be boundMerger Sub, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination creation or diminution imposition of any Permit (as defined in Section 4.11) except Lien on any asset of Parent or Merger Sub, with such exceptions, in the case of each of clauses (c), (db) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Merger.through

Consents and Approvals; No Violations. Except as set forth in Section 4.6 of the Voiceassist Disclosure Schedule, and for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act (including Act, state securities or blue sky laws, the HSR Act, the rules of FINRA, no filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any FederalGovernmental Entity is necessary for the execution and delivery by Voiceassist of this Agreement or the consummation by Voiceassist of the transactions contemplated hereby, state except where the failure to obtain such permits, authorizations consents or local government approvals or any court, tribunal, administrative agency to make such filings or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (give such notice would not have a "Governmental Entity")Material Adverse Effect on Voiceassist. Neither the execution, delivery or and performance of this Agreement by the Company Voiceassist nor the consummation by the Company Voiceassist of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the Articles of Organization Incorporation or By-laws Bylaws (or similar governing documents) of the Company or any of its SubsidiariesVoiceassist, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitLien) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Voiceassist is a party or by which the Company's it or any of its Subsidiaries' properties or assets may be bound, bound or (diii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company Voiceassist or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (dii) or (eiii) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably which would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect on Voiceassist.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any No filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"), domestic or foreign, is necessary for the consummation by Parent of the Transactions contemplated by this Agreement. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions Transactions contemplated hereby will nor compliance by Parent with any of the provisions hereof will: (ai) conflict with or result in any breach of any provision of the Articles certificates of Organization incorporation (as amended and/or restated) or By-laws bylaws (as amended and/or restated) or other governing instruments of Parent or the certificate of formation (as amended and/or restated) or operating agreement (as amended and/or restated) or other governing instrument of the Company Merger Sub; (ii) require any consent, approval or any of its Subsidiaries, (b) notice under or conflict with or result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries Merger Sub is a party or by which the Company's Parent or Merger Sub or any material portion of its Subsidiaries' Parent's properties or assets may be bound, or result in the creation of any lien upon any of Parent's assets, or the loss of any license, permit or other contractual right material to Parent's business or assets; or (diii) violate any order, writ, injunction, determination, award, decree, law, statute, rule or regulation applicable to the Company Parent or Merger Sub or any material portion of its Subsidiaries or any of their respective Parent's properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergerassets.

Consents and Approvals; No Violations. Except for filingsas set forth on Schedule 4.5 of the Company Disclosure Schedules, permitsassuming the truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 6.3, no notices to, filings with, or authorizations, consents and or approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither Governmental Entity are necessary for the execution, delivery or performance by the Company or its Subsidiaries of this Agreement or the Ancillary Documents to which the Company or its Subsidiaries are a party or the consummation by the Company or its Subsidiaries of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act and (ii) the filing of the Certificate of Merger. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which it is a party, nor the consummation by the Company of the transactions contemplated hereby will require any filing withor thereby, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its SubsidiariesCompany’s Governing Documents, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.54.5 of the Company Disclosure Schedules, result in a violation or breach of, require result in any notice to any party pursuant toloss of rights or additional obligations under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of, or result in the payment of any Commitment additional amounts or consideration under, any Material Contract or Permit, (c) violate any Order or Applicable Law or (d) except as defined contemplated by this Agreement or with respect to Permitted Liens, result in Section 4.10) to which the creation of any Lien upon any of the material assets of the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of the foregoing clauses (c), (db) or (ec) for failures as would not reasonably be expected to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatresult in, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the Consents from Governmental Entities and approvals (1) as may be required under, and other applicable requirements ofthird parties set forth on Section 3.03 of such Parent’s Disclosure Letter have been obtained, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 execution and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders delivery of this Agreement (and the "Proxy Statement"))other Transaction Documents by such Parent to which it is a party, and (2) with the Secretary consummation of the Commonwealth of Massachusetts, neither the execution, delivery Contemplated Transactions by such Parent do not and will not (i) violate or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles its articles of Organization incorporation, bylaws, certificate of formation or By-laws limited liability company agreement, as applicable, or any other governing or organizational documents of the Company such Parent, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to such Parent or by which any of its SubsidiariesAssets may be bound, (biii) result in the creation require any Governmental Approval, or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (civ) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant toconflict with, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, amendmentcancellation or acceleration, or result in the creation of any Lien upon any of its Assets or give rise to any obligation, right of termination, cancellation, acceleration or right increase of non-renewal any obligation or contractually require any prepayment or offer to purchase any debt or give rise to the a loss of a material benefit) benefit under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be boundContract, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except excluding in the case of clauses (c)ii) through (iv) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsconflicts, violations, breaches or defaults thatbreaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations, increases in obligations, losses of benefits and creations and impositions of Liens which would not reasonably be expected to be, individually or in the aggregate, have not had an materially adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Merger.such Parent’s Business. - 13 - 3.04

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC set forth in Schedule 4.3 of the Schedule 14D-9 Disclosure Memorandum, neither the execution and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders delivery of this Agreement (and the "Proxy Statement"))Ancillary Agreements, nor the performance by Parent or Seller of its obligations hereunder and (2) with the Secretary of the Commonwealth of Massachusettsthereunder, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and thereby will (a) result in a violation of any Law applicable to Parent or Seller or to which any of the Transferred Assets may be subject; (b) conflict with any of Parent’s or Seller’s charter documents; (c) require any notification, authorization, exemption, approval or consent under, result in a violation or breach of, constitute a default under, give any breach party the right to accelerate, modify, cancel, or terminate any obligation (with or without notice or the passage of time or both) under, any provision of the Articles of Organization Transferred Contract under which annual payments to or By-laws of the Company from Seller or any of its Subsidiaries, Affiliates could reasonably be expected to exceed (bor did exceed in Seller’s 2014 fiscal year) US$75,000; or (d) result in the creation or imposition of any Liens Lien upon the properties or assets of the Company or any SubsidiaryTransferred Assets, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (cother than Permitted Liens), except solely with respect to (da) or and (eb) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches any such conflicts or defaults thatviolations which, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not reasonably be expected to have an adverse effect a Material Adverse Effect. Except as set forth in Schedule 4.3 of the Disclosure Memorandum, neither Parent nor Seller is required to give any notice to, make any filing with, or prevent seek any authorization, exemption, approval or delay consent from any Governmental Authority with respect to the execution, delivery and/or performance by Parent or Seller of this Agreement or the Ancillary Agreements or the consummation of the Offer and/or the Mergertransactions contemplated hereby or thereby.

Consents and Approvals; No Violations. Except for filingsThe execution, permits, authorizations, consents delivery and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval performance by or meeting of the Company's stockholders Purchaser of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor its Related Agreements and the consummation by the Company of the transactions contemplated hereby and thereby will require any filing with, notice to, or Permit not (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (di) violate any applicable law, rule or regulation or any regulation, order, writ, injunction, decree, statute, treaty or rule or regulation of any Governmental Authority applicable to the Company Purchaser or any of its Subsidiaries assets or properties; (ii) require any filing or registration by Purchaser with, or consent or approval with respect to Purchaser of, any Governmental Authority or other Person; (iii) violate or conflict with or result in a breach or default (or an event which, with notice or lapse of time or both, would constitute a default) under any contract to which Purchaser is a party or by which Purchaser or any of their respective properties or its assets or properties are bound; or (eiv) violate or conflict with the certificate of incorporation or formation or by-laws or operating agreement (or similar organizational documents) of Purchaser, except where any such filing, registration, consent or approval, if not made or obtained, or any such violation, conflict, breach or default, would not (A) have a material adverse effect on Purchaser or its ability to perform its obligations under this Agreement or the Related Agreements, (B) prevent, enjoin or otherwise delay the transactions contemplated by this Agreement or the Related Agreements, or (C) result in any liability or obligation of Seller or Radar Mexican or result in any Loss or damage to Seller or Radar Mexican. No consent, approval or authorization of, or declaration, filing or registration with, or notice to, any Governmental Authority is required in connection with the lossexecution, forfeiture, revocation, termination or diminution delivery and performance by Purchaser of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured this Agreement and reasonably would not be expected to have an adverse effect or prevent or delay its Related Agreements and the consummation of the Offer and/or the Mergertransactions contemplated hereby and thereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the No filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, registration, consent or approval of, any Federal, state Governmental Entity is required on the part of Parent or local government Merger Sub or any courtof their Subsidiaries for the execution, tribunaldelivery and performance by Parent and Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, administrative agency other than (i) pursuant to applicable requirements of the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger pursuant to the MBCA, (iii) compliance with the HSR Act, or commission (iv) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions governing antitrust or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")merger control matters. Neither the execution, delivery or and performance of this Agreement by the Company Parent or Merger Sub nor the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby will (aA) conflict with or result in any breach breach, violation or infringement of any provision of the Articles respective governing documents of Organization Parent or By-laws of the Company or any of its SubsidiariesMerger Sub, (bB) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiarya breach, (c) except as set forth on Schedule 4.5, result in a violation or breach infringement of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) Contract to which the Company Parent or any of its Subsidiaries Merger Sub is a party or by which the Company's any of them or any of its Subsidiaries' their respective properties or assets may be bound, (dC) change the rights or obligations of any party under any Contract, or (D) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossMerger Sub, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (dB) or (eC) for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsbreaches, violations, breaches infringements, defaults or defaults thatchanges which would not, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or materially delay or materially impair the consummation ability of Parent or Merger Sub to consummate the Offer and/or Merger and the Mergerother transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements ofof the Exchange Act, the Exchange Act (including HSR Act, the filing with the SEC of the Schedule 14D-9 DGCL and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusettsstate takeover laws, neither the execution, delivery or performance of this Agreement or the Stockholder Agreement by the Company Investor and Newco, nor the consummation by the Company Investor and Newco of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby thereby will (ai) conflict with or result in any breach of any provision of the Articles respective certificate of Organization incorporation or By-formation or by- laws or operating agreement, or comparable documents of Investor and Newco, as the case may be, (ii) require any filing with, notice to, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the Company or any of its SubsidiariesMerger), (biii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which the Company Investor or any of its Subsidiaries subsidiaries is a party or by which the Company's any of them or any of its Subsidiaries' their properties or assets may be bound, bound or (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or Investor, any of its Subsidiaries subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), iii) and (d) or (eiv) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatwhich could not, individually or in the aggregate, have not had an adverse effect that has not been cured and be reasonably would not be expected to have an adverse effect or either prevent or materially delay the consummation of the Offer and/or the MergerMerger or impair its ability to perform its obligations hereunder.

Consents and Approvals; No Violations. Except (x) for filingscompliance with the HSR Act, permitsand the rules promulgated under the HSR Act and any other Competition Law, authorizations, consents and approvals (1y) as for filings that may be required under, and other applicable requirements of, under the Exchange Act and (z) as set forth on Schedule 3.03, the execution and delivery by Seller of this Agreement and the Ancillary Agreements (including the filing with the SEC execution by those Affiliates of the Schedule 14D-9 and a proxy or information statement relating Seller which are parties to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")such Ancillary Agreements), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company Seller and its Affiliates of the transactions contemplated hereby by this Agreement and the Ancillary Agreements will not (a) violate the provisions of the certificate of incorporation or bylaws of Seller or any its Affiliates, (b) violate any Applicable Law (including, without limitation, any Environmental Law), (c) require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, or the giving of any Federalnotice to, state or local government or filing with, any courtGovernmental Authority, tribunal, administrative agency or commission (d) require any consent or other governmental action by any Person under, constitute a default under or other regulatory authority give rise to any right of termination, cancellation or agency, domestic, foreign acceleration of any right or supranational (obligation or to a "Governmental Entity"). Neither the execution, delivery or performance loss of this Agreement by the Company nor the consummation by the Company any benefit with respect to any of the transactions contemplated hereby will (a) conflict with or result in any breach of Acquired Assets under any provision of the Articles of Organization any agreement or By-laws of the Company other instrument binding upon Seller or any of its Subsidiaries, Affiliates or by which the Acquired Assets are bound or (be) result in the creation or imposition of any Liens upon Encumbrance on any asset (including the properties or assets Acquired Assets) of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company Seller or any of its Subsidiaries is a party or by which Affiliates, excluding from the Company's or any of its Subsidiaries' properties or assets may be bound, foregoing clauses (db) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or through (e) result in consents, approvals, notices and filings the lossabsence of which, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, and violations, breaches defaults, rights, conflicts or defaults thatEncumbrances the existence of which, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the Securities Act, the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and the filing of the Articles of Exchange in such form as required by, and executed in accordance with the relevant provisions of the Act, no filing with, and no permit, authorization, consent or approval of any Governmental Authority is necessary for the consummation by Pinecrest of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a material adverse effect on the business, assets, liabilities, results of operations or financial condition of Pinecrest (“Pinecrest Material Adverse Effect”). Neither the execution and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company Pinecrest nor the consummation by the Company Pinecrest of the transactions contemplated hereby will require hereby, nor compliance by Pinecrest with any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby provisions hereof, will (a) conflict with or result in any breach of any provision provisions of the Articles of Organization Incorporation of Pinecrest or By-laws the Bylaws of the Company or any of its SubsidiariesPinecrest, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due the notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Pinecrest is a party or by which the Company's any of them or any of its Subsidiaries' their properties or assets may be bound, or (dc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Pinecrest or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) and (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, which would not individually or in the aggregate, aggregate have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Pinecrest Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither Neither the execution, delivery or and performance of this Agreement or any of the Ancillary Agreements by the Company Newco nor the consummation by the Company Newco of the transactions contemplated hereby will require or by any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby Ancillary Agreements will (a) conflict with or result in any breach of any provision of the Articles certificate of Organization incorporation or Byby-laws of the Company or any of its SubsidiariesNewco, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, or require any of the termsconsent under, conditions any indenture, license, contract, agreement or provisions of any Commitment (as defined in Section 4.10) other instrument or obligation to which the Company Newco is a Party or by which any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (dc) violate any order, writ, injunction, decree, statute, rule decree or regulation Laws applicable to the Company Newco or any of its Subsidiaries or any of their respective properties or assets assets, or (ed) result in require any filing with, or the loss, forfeiture, revocation, termination or diminution obtaining of any Permit (as defined in Section 4.11) permit, authorization, consent or approval of, any Governmental Entity, except in the case of clauses (cb), (c) and (d) or (e) of this Section 4.3 for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, any such violations, breaches breaches, defaults, rights of termination, cancellation or defaults acceleration or requirements that, individually or in the aggregate, would not have not had a Newco Material Adverse Effect (as hereinafter defined). As used in this Agreement, the term "Newco Material Adverse Effect" shall mean an adverse effect event, change or circumstance that has not been cured and reasonably or is materially adverse to the operations or conditions (financial or otherwise) of Newco or that would not be expected adversely affect the ability of Newco to have an adverse effect consummate the transactions contemplated hereby or prevent or delay the consummation of the Offer and/or the Mergerto perform their obligations hereunder.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the Schedule 14D-9 "SCHEDULE 13E-3"), the HSR Act and a proxy or information statement relating to any required approval by or meeting Section 251 of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of MassachusettsCorporation Law, neither the execution, delivery or performance of this Agreement by the Company Parent and Sub nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company Parent and Sub of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the Articles respective articles/certificate of Organization incorporation or By-laws bylaws of Parent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to prevent or materially delay the consummation of the Company or any of its SubsidiariesMerger), (biii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries Sub is a party or by which the Company's either of them or any of its Subsidiaries' their properties or assets may be bound, bound or (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Parent or any of its Subsidiaries Sub or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), iii) and (d) or (eiv) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults thatwhich could not, individually or in the aggregate, have not had an adverse effect that has not been cured and be reasonably would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. Except (a) for filingsfilings required under the HSR Act or any other Antitrust Law, permits, authorizations, consents and approvals (1b) as may be required under, and other for applicable requirements of, under the Securities Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement 1934 (the "Proxy Statement")“Exchange Act”), and (2c) the filing of the Certificate of Merger with the Secretary of State of the Commonwealth State of Massachusetts, Delaware neither the execution, delivery or performance by each of Parent and Merger Sub of this Agreement by and each of the Company Related Agreements to which each is a party nor the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby will require any filing withor thereby will, notice to, as applicable (i) violate or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles any Governing Document of Organization Parent or By-laws of the Company or any of its Subsidiaries, Merger Sub; (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company Parent or any of its Subsidiaries Merger Sub is a party or by which the Company's Parent or Merger Sub or any of its Subsidiaries' properties or assets may be bound, ; (diii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets Law; or (eiv) result in require on the losspart of Parent or Merger Sub any filing or registration with, forfeiturenotification to, revocationor authorization or Consent of, termination or diminution of any Permit (as defined in Section 4.11) Governmental Entity; except in the case of clauses clause (c), (d) or (eii) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, such violations, breaches or defaults thatdefaults, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably failure of which to obtain would not be expected to have an adverse effect or prevent or delay materially impair the consummation ability of Parent or Merger Sub to timely consummate the Offer and/or the Mergertransactions contemplated hereby (a “Parent Material Adverse Effect”).

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals Assuming (1a) as may be required under, and other the applicable requirements of, of the Securities Act and the Exchange Act have been satisfied, (including b) the filing requirements under any applicable state securities or blue sky Laws have been satisfied, (c) the requirements of the NYSE in respect of the listing of the shares of OTI Common Stock to be issued hereunder have been satisfied, (d) compliance with the SEC of Antitrust Laws, (e) the Schedule 14D-9 Court Approval is obtained, (f) the Israeli Tax Ruling is obtained, and a proxy or information statement relating to any required approval by or meeting of (g) the Company's stockholders OTI Stockholder Approval is obtained, the execution and delivery of this Agreement (and the "Proxy Statement"))Other Transaction Agreements by OTI and OSIL, as applicable, and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company OTI and OSIL of the transactions contemplated hereby Transactions do not and will require any filing with, notice to, not (i) violate or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Articles Charter Documents of Organization OTI or By-laws OSIL, (ii) violate or conflict with any Law or Order of the Company any Governmental Authority applicable to OTI or OSIL or by which any of its Subsidiariestheir respective properties or Assets may be bound, (biii) result in the creation require any Governmental Approval, or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (civ) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant toconflict with, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, amendmentcancellation or acceleration, or result in the creation of any Security Interest upon any of the properties or assets of OTI or its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or right increase of non-renewal any obligation or contractually require any prepayment or offer to purchase any debt or give rise to the a loss of a material benefit) benefit under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be boundOTI Contract, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except excluding in the case of clauses (c)ii) through (iv) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutionsconflicts, violations, breaches or defaults thatbreaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests which would not reasonably be expected to have, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the MergerOTI MAE.

Consents and Approvals; No Violations. Except for filingsa filing related to the CMS Approval, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the no filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, registration, consent or approval of, any Federal, state or local government Governmental Entity or any courtother Person is required on the part of Remedy Opco for the execution, tribunaldelivery and performance by Remedy Opco of this Agreement or the consummation by Remedy Opco of the transactions contemplated by this Agreement and the other Transaction Documents, administrative agency except for any such filings, notices, permits, authorizations, registrations, consents or commission approvals of which the failure to make or other governmental obtain would not, individually or other regulatory authority or agencyin the aggregate, domestic, foreign or supranational (reasonably be expected to have a "Governmental Entity")Remedy Material Adverse Effect. Neither the execution, delivery or and performance by Remedy Opco of this Agreement by or the Company other Transaction Documents to which it is or will be a party nor the consummation by the Company Remedy Opco of the transactions contemplated hereby or thereby will (ai) conflict with or result in any breach breach, violation or infringement of any provision of the Articles Organizational Documents of Organization or By-laws of the Company or any of its SubsidiariesRemedy Opco, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiarya material breach, (c) except as set forth on Schedule 4.5, result in a material violation or breach infringement of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to the creation of any material Lien or any material right of termination, amendment, cancellationcancellation or acceleration) under, acceleration require delivery of notice to or right the consent of non-renewal any Person under, or contractually require result in the payment of any prepayment additional fee, penalty, consent fee or offer other amount, or to purchase any debt or give rise to the loss of a material benefit) benefit under, any of the terms, conditions or provisions of any Commitment Contract or (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (diii) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company or any of Remedy Opco, its Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (ci) through (iii), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably as would not reasonably be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergera Remedy Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other the applicable requirements ofof the HSR Act, the Exchange Act (including the no consent, approval, authorization, or other action by, or filing with or notification to, any Governmental Entity or other third party is required to be made or obtained by Parent and the SEC of Buyer on or prior to the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) Closing Date in connection with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, by Parent and the Buyer except where failure to obtain such consent, approval, authorization or performance action, or to make such filing or notification, would not interfere in any material way with the ability of Parent and the Buyer to consummate the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Parent and the Company Buyer nor the consummation by Parent and the Company Buyer of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of by this Agreement nor compliance by Parent and the Company nor the consummation by the Company Buyer with any of the transactions contemplated hereby provisions hereof will (ai) conflict with or result in any breach of any provision of the Articles certificate of Organization incorporation or Byby-laws of Parent or the Company or any of its SubsidiariesBuyer, (bii) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, contract, agreement, permit, license, lease, arrangement or other commitment or obligation to which Parent or the Company or any of its Subsidiaries Buyer is a party or by which Parent or the Company's Buyer or any of its Subsidiaries' their properties or assets may be bound, bound or (diii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Parent or the Company or any of its Subsidiaries Buyer or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c), (dii) or (eiii) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably which would not be expected to have an adverse effect or prevent or delay the consummation of the Offer and/or the Mergertransactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements ofof the HSR Act, the Securities Act, the Exchange Act (including Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and the filing with the SEC and recordation of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting an appropriate certificate of the Company's stockholders of this Agreement Merger (the "Proxy StatementCertificate of Merger") as required by the Delaware General Corporation Law (the "DGCL")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any no filing with, notice to, or Permit (as defined in Section 4.11)and no permit, authorization, consent or approval of, any FederalGovernmental Authority is necessary for the consummation by HCI of the transactions contemplated by this Agreement, state except for such filings, permits, authorizations, consents or local government approvals the failure of which to be made or any court, tribunal, administrative agency obtained would not individually or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity")in the aggregate have an HCI Material Adverse Effect. Neither the execution, execution and delivery or performance of this Agreement by the Company HCI, nor the consummation by the Company HCI of the transactions contemplated hereby hereby, nor compliance by HCI with any of the provisions hereof, will (a) conflict with or result in any breach of any provision provisions of the Articles Certificate of Organization Incorporation or By-laws Laws of the Company HCI or any of its the HCI Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company HCI or any of its the HCI Subsidiaries is a party Party or by which the Company's any of them or any of its Subsidiaries' their properties or assets may be bound, or (dc) violate any orderother, writ, injunction, decree, statute, rule or regulation applicable to the Company or HCI, any of its the HCI Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) and (c), (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, which would not individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to aggregate have an adverse effect or prevent or delay the consummation of the Offer and/or the Merger.HCI Material Adverse Effect. Section 5.6

Consents and Approvals; No Violations. Except for filingsAssuming the truth and accuracy of XX XX ICW’s and the Company’s representations and warranties set forth in Article 3, permitsno notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by Driven of this Agreement or the Ancillary Documents to which Driven is a party or the consummation by Driven of the transactions contemplated hereby or thereby, except for (i) compliance with and approvals (1) as may be required under, filings under the HSR Act and any other applicable requirements ofantitrust laws, (ii) those which have been obtained on or prior to the Exchange Act Closing Date, (including iii) the filing with approval of Sponsor (as defined in the SEC Driven LLCA) (iv) applicable requirements, if any, of federal securities laws or state “blue sky” laws. Assuming the Schedule 14D-9 truth and a proxy or information statement relating to any required approval by or meeting accuracy of the Company's stockholders of this Agreement (the "Proxy Statement")), ’s representations and (2) with the Secretary of the Commonwealth of Massachusettswarranties set forth in Article 3, neither the execution, delivery or performance by Driven of this Agreement by or the Company Ancillary Documents to which Driven is (or will be) a party nor the consummation by the Company Driven of the transactions contemplated hereby will require any filing with, notice to, or Permit thereby does (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will will) (a) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its SubsidiariesDriven’s Governing Documents, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Driven is a party or by which the Company's Driven or any of its Subsidiaries' properties or assets may be bound, or (dc) violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to the Company Driven or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossassets, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (b) and (c)) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably violations which would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the MergerClosing.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the truth and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting accuracy of the Company's stockholders ’s representations and warranties contained in Section 3.5 and Sellers’ representations and warranties contained in Section 4.3, no material notice to, filing with, or authorization, consent or approval of this Agreement (the "Proxy Statement"))any Person, and (2) including any Governmental Entity or any third party with the Secretary of the Commonwealth of Massachusettswhom Buyer has a contractual relationship, neither is necessary for the execution, delivery or performance of this Agreement by or any of the Company nor Ancillary Documents to which Buyer will be a party or the consummation by the Company Buyer of the transactions contemplated hereby will require Transactions, except for (a) compliance with and filings under the HSR Act and any filing withother applicable antitrust, notice tocompetition or similar Law, rules regulations, Orders or Permit decrees (as defined in Section 4.11including applicable terminations, suspensions, authorizations, Orders, grants, consents, permissions or approvals of Governmental Entities thereunder), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational and (a "Governmental Entity")b) those set forth on Schedule 5.3. Neither the execution, delivery or nor performance by Buyer of this Agreement by and the Company Ancillary EAST\134549672.25 45 Documents to which Buyer will be a party nor the consummation by the Company Buyer of the transactions contemplated hereby Transactions will (ai) conflict with with, violate or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its SubsidiariesBuyer’s Governing Documents, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (cii) except as set forth on Schedule 4.55.3, result in a violation or breach of, require any notice to any party pursuant toor cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration cancellation or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefitacceleration) under, under any of the terms, conditions or provisions of any Commitment (as defined in Section 4.10) material Contract to which the Company or any of its Subsidiaries Buyer is a party party, or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (diii) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the lossBuyer, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (c)ii) and (iii) above, (d) or (e) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably violations which would not be expected to have an adverse effect or prevent or materially delay the consummation of the Offer and/or the MergerTransactions.